METSO'S BOARD OF DIRECTORS PROPOSES WARRANT ISSUE TO THE COMPANY'S KEY PERSONNEL

The Board of Directors of Metso Corporation has in its meeting today decided to propose to the Annual General Meeting of Shareholders to be held on 29 March 2000 that warrants be issued to the key personnel of Metso Corporation and to Rauma Investment Oy, a wholly-owned subsidiary of Metso Corporation, to encourage and commit the key personnel to the employer. In addition, the purpose of the warrants is to standardize the Corporation's incentive programs in such a manner that the warrant holders of Valmet Corporation and Rauma Corporation are offered a possibility to convert their warrants to the warrants now being issued.

The number of warrants issued will be 5,000,000 entitling to subscription of a maximum of 5,000,000 shares of Metso Corporation. This amount corresponds to the aggregate dilutive effect of the shares that can be subscribed for on the basis of the previous incentive programs.

Of the warrants, 2,500,000 will be marked with the letter A and 2,500,000 with the letter B. The share subscription price shall be sixteen (16) euro. From the share subscription price shall as per the dividend record date be deducted the amount of the dividend distributed after 1 March 2000 but before the date of subscription for shares. The share subscription period for the warrants shall begin in stages on 1 April 2001 and 1 April 2003 and shall end on 30 April 2005 for all warrants.

The purpose of the warrants is to encourage the key personnel of the company to work on a long-term basis in order to increase the shareholder value. The purpose of the warrants is also to commit the key personnel to the employer by an obligation to offer the warrants back to the company without compensation for possible accrued value if the employment ends before 1 April 2003.

Metso Corporation, which is a global supplier of process industry machinery and systems, was created through the merger of Rauma and Valmet Corporation on July 1, 1999. Metso's business areas are fiber and paper technology, automation and control technology and machinery. The pro forma net sales of Metso Corporation was EUR 3.7 billion (FIM 22 million) in 1998 and personnel totaled approximately 23,000. Metso Corporation is listed on the Helsinki Exchanges and New York Stock Exchange.

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Proposal by the board of directors of metso corporation to the general meeting of shareholders concerning the issue of warrants


PROPOSAL BY THE BOARD OF DIRECTORS OF METSO CORPORATION TO THE GENERAL MEETING OF SHAREHOLDERS CONCERNING THE ISSUE OF WARRANTS

The Board of Directors of Metso Corporation proposes that warrants be issued by the General Meeting of Shareholders to the key personnel of the Metso Corporation and to the wholly-owned subsidiary of Metso Corporation, Rauma Investment Oy.

The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the key personnel of the Metso Corporation and to a wholly-owned subsidiary of the Company. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants are intended to form a part of the incentive program for the key personnel. In addition, the purpose of the warrants is to standardize the incentive programs of the Corporation in such a manner that the warrant holders of Valmet Corporation and Rauma Corporation are offered a possibility to convert their warrants in the aforementioned companies to the warrants now being issued. The purpose of the warrants is to encourage the personnel of the Company to work on a long-term basis to increase the shareholder value. The purpose of the warrants is also to commit the key personnel to the Company.

The share subscription price shall be sixteen (16) euro. From the share subscription price shall as per the dividend record date be deducted the amount of the dividend distributed after 1 March 2000 but before the date of subscription for shares. The share subscription price clearly exceeds the trade volume weighted average price of the share at the Helsinki Exchanges during December 1999 (12.65 euro) and January 2000 (14.98 euro). The exchange rate of the share at the moment is approximately 15.50 euro.

A proportion of the persons eligible for subscription belongs to the inner circle of the Company. The persons in this category who are eligible for subscription hold totally less than 0.05 % of the Company's shares and of the voting rights of the shares. In total the shares that can be subscribed for on the basis of the warrants now issued correspond to 3.6 % of the Company's shares and of the voting rights of the shares.
As the auditors of Metso Corporation, we, in accordance with Chapter 4, Section 4 a, Subsection 2 of the Companies Act, hereby state that the proposal by the Board of Directors of the company, dated 3 February 2000, to issue warrants in our opinion contains true and sufficient information regarding the grounds for the determination of the subscription price and the grounds for deviation from the shareholders' pre-emptive right to subscription.

The terms and conditions will be available at our internet pages www.metsocorporation.com.