Notice is given to the shareholders of
The Board of Directors of the company has resolved on the exceptional procedures for the meeting based on the temporary legislative act to limit the spread of the COVID-19 pandemic as approved by the Finnish Parliament on
Shareholders and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance as well as by submitting counter-proposals and questions in advance. Instructions for shareholders are presented in this notice under Section C below.
Registrations made by shareholders for the Annual General Meeting, which was scheduled to be held on
To ensure the decision-making process, the company has received advance undertakings from its four largest shareholders representing in aggregate approximately 30 percent of all the shares and votes in the company, whereby they have undertaken to vote in advance and support all the proposals of the Board of Directors to the Annual General Meeting as well as the discharge of the members of the Board of Directors and the President and CEO of the company from liability (item 9 on the agenda) with all the shares they hold.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
The greeting of the Chair of the Board of Directors to the shareholders will be available on
2. Calling the meeting to order
Lagman Petri Haussila will act as Chair of the Annual General Meeting. Should Petri Haussila be prevented from acting as Chair due to a weighty reason, the Board of Directors of the company will appoint the person it deems most suitable to act as Chair of the Annual General Meeting.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the Annual General Meeting pursuant to Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be recorded as having attended the Annual General Meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for the year 2019
Inasmuch as participation in the Annual General Meeting is possible only by voting in advance, the company's Annual Report published on
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The company's distributable funds on
The Board of Directors proposes that a dividend of
The Board of Directors notes that the proposed amount of the dividend is higher than the amount of the minority dividend under Chapter 13 Section 7 of the Finnish Companies Act.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial year ended on
10. Handling of remuneration policy
Inasmuch as participation in the Annual General Meeting is possible only by voting in advance, the company's remuneration policy published on
11. Resolution on the remuneration of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that the same fixed annual remuneration be paid to the members of the Board of Directors as in the previous term. The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
Chair: EUR 120,000
Vice-Chair: EUR 66,000
Other members: EUR 53,000 each
The same additional remuneration as in the previous term is proposed for the members of the Board of Directors that are elected as members of the Audit Committee and the
Chair of the Audit Committee: EUR 20,000
Members of the Audit Committee:
Chair of the
Members of the Remuneration and HR committee:
The Board of Directors proposes, based on the proposal of the Nomination Board, that the fixed annual remuneration be paid to the members of the Board of Directors in cash within two weeks after the expiry of their term of office.
The Board of Directors proposes, based on the proposal of the Nomination Board, that the following fixed annual remuneration be paid to the members of the Board of Directors of the future
Chair: EUR 115,000
Vice-Chair: EUR 65,000
Other members: EUR 50,000 each
An additional remuneration is proposed for the members of the Board of Directors that are elected as members of the Audit Committee and the
Chair of the Audit Committee:
Members of the Audit Committee:
Chair of the
Members of the
The Board of Directors proposes, based on the proposal of the Nomination Board, that, as a condition for the annual remuneration, the members of the Board of Directors of the future
Meeting fees
The Board of Directors proposes, based on the proposal of the Nomination Board, that meeting fees are to be paid as follows: for each meeting of the Board of Directors of
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that
13. Election of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that
The Board's term of office will commence at the end of the Annual General Meeting and will expire at the registration of the completion of the partial demerger of
All the Board member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for
In addition, the Nomination Board notes that, also during the commencing term of office of the Board of Directors, a personnel representative will participate as an external expert in the meetings of the Board of Directors of
The Board of Directors proposes, based on the proposal of the Nomination Board, that
All Board member candidates' CVs are enclosed as an attachment to this Notice to the Annual General Meeting
All member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for Petter Söderström and Niko Pakalén, who have each been assessed to be independent of the company but not independent of a significant shareholder.
The term of office of the Board of the future
14. Resolution on the remuneration of the Auditor
Based on the proposal of the Board of Directors' Audit Committee, the Board of Directors proposes that the remuneration to the auditor be paid against the invoice approved by the Audit Committee.
15. Election of the Auditor
Based on the proposal of the Board of Directors' Audit Committee, the Board of Directors proposes that
16. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company's own shares as follows.
The amount of own shares to be repurchased shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the company. Own shares can be repurchased also otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the company at a price formed in public trading on the date of the repurchase or otherwise at a market-based price.
Shares may be repurchased in order to develop the company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the company's incentive schemes.
The repurchased own shares may be held by the company, cancelled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own shares. The authorization is effective until
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of new shares and the transfer of the company's own shares as well as the issuance of special rights referred to in Chapter 10 Section 1 of the Finnish Companies Act as follows.
The amount of new shares, which may be issued based on decision(s) of the Board of Directors pursuant to the authorization, shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in the company. The amount of the company's own shares, which may be transferred pursuant to the authorization, shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all shares in the company.
The Board of Directors is furthermore authorized to issue special rights referred to in Chapter 10 Section 1 of the Finnish Companies Act entitling their holder to receive new shares or the company's own shares for consideration in such a manner that the subscription price of the shares is to be set off against a receivable of the subscriber (convertible bond). The amount of shares, which may be issued or transferred based on the special rights, shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in the company. This aggregate number of shares is included in the aggregate numbers of shares that may be issued and/or transferred mentioned in the previous paragraph.
The new shares may be issued and the company's own shares may be transferred for consideration or without consideration.
The Board of Directors is also authorized to decide on a share issue to the company itself without consideration. The amount of shares, which may be issued to the company, together with the amount of shares to be repurchased based on the authorization, shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all shares in the company. The number of shares, which are potentially issued to the company, does not reduce the aggregate numbers of shares, which may be issued and transferred as referred to in the second paragraph.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Finnish Companies Act may be issued and the company's own shares transferred to the shareholders in proportion to their current shareholdings in the company. The new shares and the special rights referred to in Chapter 10 Section 1 of the Finnish Companies Act may also be issued and the company's own shares transferred in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares for an incentive scheme. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the company to do so, taking the interests of all its shareholders into account.
The Board of Directors decides on all other matters related to the issuance of shares and special rights referred to in Chapter 10 Section 1 of the Finnish Companies Act.
The authorization is effective until
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the General Meeting, this notice as well as the Annual Report of
C. Instructions for the participants in the General Meeting
In order to prevent the spread of the COVID-19 pandemic, the General Meeting will be held without permitting the shareholders and their proxies to be present at the meeting venue. Shareholders and their proxies may not participate in the General Meeting through either real-time IT communications or other technical means. Shareholders and their proxies may participate in the General Meeting and exercise their shareholder rights only by voting in advance and by submitting counter-proposals and questions in advance in accordance with the instructions presented below.
1. The right to participate in the General Meeting
Each shareholder who is registered on
2. Registration and voting in advance
Registration and advance voting begins on
In connection with the registration, a shareholder shall provide his/her name, personal identification number or business identity code, address, telephone number and the name and personal identification number of a possible proxy representative. The personal data given to
Registrations made by shareholders for the Annual General Meeting, which was scheduled to be held on
Shareholders who have a Finnish book-entry account, may register and vote in advance on certain matters on the agenda of the Annual General Meeting from
a) through
The shareholder's book-entry account number is needed for the electronic voting in advance.
b) by email or regular mail
A shareholder may send the advance voting form available on
Instructions relating to advance voting may also be found on
3. Use of proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her shareholder rights by way of proxy representation. The proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy documents are requested to be delivered by email to the address yhtiokokous@euroclear.eu or by mail to the address
4. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting,
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and participation in the General Meeting by voting in advance through his/her custodian bank.
The account management organization of any custodian bank is required to register any holder of nominee registered shares temporarily into the shareholders' register of the company at the latest by the time stated above and arrange advance voting on behalf of the nominee shareholder within the registration period for nominee registered shares.
A registration made previously for the Annual General Meeting, which was scheduled to be held on
5. Other information
Shareholders who hold at least one-hundredth of all the shares in the company shall have the right to make a counter-proposal to be taken to vote to the proposals concerning the matters on the agenda of the General Meeting. Such counter-proposals must be delivered by email to the address tuula.alanen@metso.com or by mail to the address
A shareholder may submit questions under Chapter 5 Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting until
On the date of the notice,
Board of Directors
Further information, please contact:
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Metso is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. With our unique knowledge and innovative solutions, we help our customers improve their operational efficiency, reduce risks and increase profitability. Metso is listed on the Nasdaq Helsinki in
metso.com (http://www.metso.com/), twitter.com/metsogroup (http://www.twitter.com/metsogroup)
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