Invitation to the Extraordinary General Meeting of Metso Corporation
Metso Corporation's stock exchange release on August 15, 2013 at 12:00 noon local time
Notice is given to the shareholders of Metso Corporation to the Extraordinary General Meeting to be held on Tuesday, October 1, 2013 at 10.00 a.m. at Scandic Marina Congress Center at the address Katajanokanlaituri 6, FI-00160 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons 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
6. Approval of a demerger plan and deciding on a partial demerger
On May 31, 2013, the Board of Directors of Metso Corporation approved a demerger plan, which was registered with the Finnish Trade Register on June 6, 2013. Pursuant to the demerger plan, Metso Corporation will demerge in a partial demerger to the effect that all such assets, debts and liabilities of Metso Corporation that relate to Metso Corporation's Pulp, Paper and Power businesses (the "PPP Business") will transfer, without liquidation, to a company to be incorporated in the demerger (such company, "Valmet Corporation") in the manner set forth in more detail in the demerger plan.
The purpose of the demerger is to execute the separation of Metso Corporation's businesses to the effect that the PPP Business is separated to Valmet Corporation and Metso Corporation's other businesses, including, among others, the Mining and Construction as well as the Automation businesses, will remain with Metso Corporation.
The Board of Directors of Metso Corporation proposes that the General Meeting approves the demerger plan and decides on the partial demerger of Metso Corporation in accordance with the demerger plan. Valmet Corporation's Articles of Association, which are attached as an appendix to the demerger plan, will be approved as a part of the demerger.
Pursuant to the demerger plan, a decrease in the share capital of Metso Corporation is proposed in connection with the demerger by an amount equaling Valmet Corporation's share capital, or EUR 100,000,000, to EUR 140,982,843.80. The amount by which the share capital of Metso Corporation is decreased will be used to distribute funds to Valmet Corporation.
Solidium Oy, Cevian Capital, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, the shareholders that formed the shareholders' nomination board that made proposals on the composition and remuneration of the Board of Directors for the Annual General Meeting of Metso Corporation held on March 28, 2013, have informed that they will support the proposal made by the Board of Directors of Metso Corporation in this Section 6 on the approval of the demerger plan and the decision on the partial demerger as well as the proposals made in Sections 7 to 14 below on the composition and remuneration of the Board of Directors of Valmet Corporation, the election and remuneration of the auditor of Valmet Corporation and the composition and remuneration of the Board of Directors of Metso Corporation.
7. Resolution on the number of members of the Board of Directors of Valmet Corporation
The Board of Directors of Metso Corporation proposes that the number of members of the Board of Directors of Valmet Corporation shall be seven.
8. Resolution on the remuneration of members of the Board of Directors of Valmet Corporation
The Board of Directors of Metso Corporation proposes that the members of the Board of Directors of Valmet Corporation to be elected for a term of office ending at the end of the next Annual General Meeting shall be paid the following remuneration: to the Chairman of the Board of Directors EUR 25,000; to the Vice Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 15,000; and to the other members of the Board of Directors EUR 12,000 each.
The Board of Directors of Metso Corporation proposes that no remuneration for the above-mentioned term be paid by Valmet Corporation in respect of the directorship in Valmet Corporation to those current members of the Board of Directors of Metso Corporation, who are proposed to be elected to the Board of Directors of Valmet Corporation, since the remuneration of the current members of the Board of Directors of Metso Corporation has already been paid in full for their current term.
Furthermore, the Board of Directors of Metso Corporation proposes that for each meeting of the Board of Directors of Valmet Corporation, including in each case any committee of the Board of Directors of Valmet Corporation, (i) a fee of EUR 700 be paid to the members of the Board that reside in the Nordic countries, (ii) a fee of EUR 1,400 be paid to the members of the Board that reside in other European countries and (iii) a fee of EUR 2,800 be paid to the members of the Board that reside outside Europe.
9. Election of members of the Board of Directors of Valmet Corporation
The Board of Directors of Metso Corporation proposes that the following current members of the Board of Directors of Metso Corporation be elected as members of the Board of Directors of Valmet Corporation: Jukka Viinanen, Mikael von Frenckell, Erkki Pehu-Lehtonen and Pia Rudengren. Upon the registration of the completion of the demerger, the directorship in Metso Corporation of such current members of the Board of Directors of Metso Corporation would end.
Furthermore, the Board of Directors of Metso Corporation proposes that Friederike Helfer, Pekka Lundmark and Rogério Ziviani be elected as members of the Board of Directors of Valmet Corporation in addition to the above-mentioned current members of the Board of Directors of Metso Corporation. Jukka Viinanen is proposed to be elected as Chairman of the Board of Directors of Valmet Corporation and Mikael von Frenckell as Vice-Chairman of the Board of Directors of Valmet Corporation.
The term of office of the members of the Board of Directors of Valmet Corporation will commence and the remuneration will become effective upon the registration of the completion of the demerger and will expire, according to Section 4 of the Articles of Association, at the end of the first Annual General Meeting of Valmet Corporation following the election.
Friederike Helfer, born 1976, is a Partner of Cevian Capital which she joined in 2008. Prior to that, Ms Helfer was Engagement Manager at McKinsey & Company where she worked from 2004 to 2008. Ms. Helfer holds a M.Sc. in Real Estate Development from Massachusetts Institute of Technology, and a Dipl.Ing. (M.Sc. equiv.) in Urban Planning from Vienna University of Technology. She is a CFA charterholder.
Pekka Lundmark, M.Sc. (Eng.), born 1963, is the President and CEO of Konecranes Plc, the Chairman of the Board of Directors of Marimekko Corporation and the Vice Chairman of the Board of Directors of the Federation of Finnish Technology Industries. Mr. Lundmark was the Chairman of the Board of Directors of the Federation of Finnish Technology Industries between 2011 and 2012 and the Vice Chairman of the Board of Directors of the Confederation of Finnish Industries (EK) between 2011 and 2012, the Group Executive Vice President of KCI Konecranes between 2004 and 2005, the CEO of Hackman Abp between 2002 and 2004, the Managing Partner of Startupfactory between 2000 and 2002 and had various executive positions at Nokia Corporation between 1990 and 2000, such as Senior Vice President Marketing of Nokia Internet Communications, USA between 1999 and 2000.
Rogério Ziviani, MBA, B.Sc. (Business Management), born 1956, is a member of the Board of Directors of Contax Participações S.A., a member of the Board of Directors of HSBC - SRI - FI - Sustainability Fund and a member of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Covernança Corporativa, IBGC). Mr. Ziviani was a member of the Board of Directors of São Carlos Empreendimentos e Participações S.A. between 2011 and 2013, a member of the Board of Directors of Marcopolo S.A. between 2009 and 2012 and a member of the Board of Directors of Duratex S.A. between 2009 and 2011. Mr. Ziviani was the Head of Pulp Business Unit of Suzano Papel e Celulose S.A. between 2004 and 2008, the International Business & Logistic Executive Director of Suzano Papel e Celulose S.A. between 2001 and 2004 and the Executive Director of BahiaSul Celulose S.A. between 1990 and 2001.
Personal information and information on positions of trust of the proposed individuals is available on Metso's website (www.metso.com). All candidates have given their consent to the appointments.
10. Resolution on the remuneration of the auditor of Valmet Corporation
The Board of Directors of Metso Corporation proposes that the remuneration to the auditor of Valmet Corporation be paid against the auditor's invoice approved by the Audit Committee of Valmet Corporation.
11. Election of the auditor of Valmet Corporation
The Board of Directors of Metso Corporation proposes that Ernst & Young, authorized public accountants, be elected the auditor of Valmet Corporation for a term of office ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Mikko Järventausta, APA, would act as the responsible auditor.
12. Resolution on the number of members of the Board of Directors of Metso Corporation
The Board of Directors of Metso Corporation proposes that the number of members of the Board of Directors of Metso Corporation shall be seven.
13. Resolution on the remuneration of the new members of the Board of Directors of Metso Corporation
The Board of Directors of Metso Corporation proposes that the Chairman of the Board of Directors to be elected for a term of office ending at the end of the next Annual General Meeting will be paid EUR 25,000, the Vice Chairman of the Board of Directors and the Chairman of the Audit Committee to be elected will be paid EUR 15,000 each and the new members of the Board of Directors to be elected will be paid EUR 12,000 each.
To the extent the persons to be elected to the above-mentioned positions are already members of the Board of Directors of Metso Corporation, the remuneration of the members of Board of Directors already paid for the corresponding part of the current term shall be deducted from their remuneration in accordance with the above.
The amount of remuneration proposed in this Section 13 corresponds, on an annual level, to the amount of remuneration of the members of the Board of Directors decided by the Annual General Meeting of Metso Corporation held on March 28, 2013 in such manner that the amount of the remuneration is one-fourth of the amount of remuneration decided upon at the said Annual General Meeting.
Meeting fees to be paid to members of the Board of Directors would be determined in accordance with the decision of the Annual General Meeting of Metso Corporation held on March 28, 2013.
14. Election of the new members, the Chairman and the Vice-Chairman of the Board of Directors of Metso Corporation
The Board of Directors of Metso Corporation notes that Mikael Lilius, Christer Gardell, Ozey K. Horton, Jr. and Eeva Sipilä will continue in their positions after the registration of the completion of the demerger. The directorship of Jukka Viinanen, Mikael von Frenckell, Erkki Pehu-Lehtonen and Pia Rudengren in Metso Corporation will end if the completion of the demerger is registered.
The Board of Directors of Metso Corporation proposes that Wilson Nélio Brumer, Lars Josefsson and Nina Kopola be elected as new members of the Board of Directors of Metso Corporation in addition to the above-mentioned current members of the Board of Directors of Metso Corporation. Mikael Lilius is proposed to be elected as Chairman of the Board of Directors and Christer Gardell as Vice-Chairman of the Board of Directors.
The proposed changes to the number of members of the Board of Directors of Metso Corporation, the composition of the Board of Directors of Metso Corporation and the remuneration of the Board of Directors of Metso Corporation will become valid upon the registration of the completion of the demerger.
According to Section 4 of the Articles of Association of Metso Corporation, the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.
Wilson Nélio Brumer, B.Sc. (Business Administration), born 1948, is the Managing Partner of GRP (Gestão de Recursos e Participações) Investimentos Ltda, the President and a member of the Board of Directors of Vicenza Mineração e Participações S.A., a member of the Board of Directors of Petra Energia S.A., a member of the Board of Directors of Direcional Engenharia and an Honorable Japanese Consul in Belo Horizonte, Brazil. Mr. Brumer was the Chairman of the Board of Directors of Ômega Energia Renovável between 2008 and 2010 as well as between 2012 and 2013, the Chairman of the Board of Directors of Usiminas S.A. between 2008 and 2010, the Chairman of the Board of Directors of Rio Minas Energia Participações S.A. between 2006 and 2009 and the Chairman of the Board of Directors of Light S.A. between 2006 and 2009. In addition, Mr. Brumer was a member of the Board of Directors of Usiminas S.A. between 2007 and 2008, a member of the Board of Directors of Companhia Energética de Minas Gerais (CEMIG) between 2007 and 2008, a member of the Board of Directors of Localiza Rent a Car S.A. between 2007 and 2010, a member of the Board of Directors of Embraer S.A. between 2009 and 2010, a member of the Board of Directors of Kinross Gold Corporation between 2009 and 2010 and a member of the Board of Directors of Valepar S.A. between 2001 and 2002. Furthermore, Mr. Brumer was the CEO of Usiminas S.A. between 2010 and 2012.
Lars Josefsson, M.Sc. (Engineering Physics), born 1953, is the Vice Chairman of the Board of Directors of Vestas Wind Systems A/S. Mr. Josefsson was a member of the Board of Directors of Wärtsilä Corporation between 2011 and 2013. Mr. Josefsson was the Interim President and CEO of Micronic Mydata AB between 2012 and 2013, the Interim President and CEO of Alimak Hek Group AB in 2012, the President of Sandvik Mining and Construction business area of the Sandvik Group between 2004 and 2011, the President of Siemens Industrial Turbines AB in 2003 and the President of ALSTOM Power Sweden AB between 1999 and 2003.
Nina Kopola, M.Sc. (Chemical Eng.) and Technology Licentiate, born 1960, is the President and CEO of Suominen Corporation and a member of the Boards of Directors of Konecranes Plc, Chemical Industry Federation of Finland and Finnish Plastics Industries Federation. Ms. Kopola was the Executive Vice President of Dynea Europe of Dynea Oy between 2008 and 2011, the Executive Vice President of Global Market Applications of Dynea Oy between 2006 and 2008, the Group Vice President of Marketing of Dynea Oy between 2005 and 2006 and held various management positions in Marketing, Controlling and Business Analysis at Dynea Oy between 2000 and 2005.
Personal information and information on positions of trust of the proposed individuals is available on Metso's website (www.metso.com). All candidates have given their consent to the appointments.
15. Authorizing the Board of Directors of Valmet Corporation to decide on the repurchase and/or on the acceptance as pledge of Valmet Corporation's own shares
The Board of Directors of Metso Corporation proposes that the Board of Directors of Valmet Corporation be authorized to decide on the repurchase and/or on the acceptance as pledge of Valmet Corporation's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all the shares in Valmet Corporation. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of Valmet Corporation at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
Own shares may be repurchased and/or accepted as pledge in order to develop Valmet Corporation'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 Valmet Corporation's incentive scheme.
The repurchased shares may be held for reissue, canceled or transferred further.
The Board of Directors of Valmet Corporation decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. The authorization is effective until June 30, 2014.
16. Authorizing the Board of Directors of Valmet Corporation to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors of Metso Corporation proposes that the Board of Directors of Valmet Corporation be authorized to decide on the issuance of new shares, transfer of Valmet Corporation's own shares and the issuance of special rights referred to in Chapter 10 Section 1 of the Companies Act as follows.
The amount of new shares which may be issued shall not exceed 15,000,000 shares, which corresponds to approximately 10 percent of all shares in Valmet Corporation. The amount of Valmet Corporation's own shares which may be transferred shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in Valmet Corporation.
The Board of Directors of Valmet Corporation is furthermore authorized to issue special rights referred to in Chapter 10 Section 1 of the Companies Act entitling their holder to receive new shares or Valmet Corporation'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. The amount of shares which may be issued or transferred based on the special rights shall not exceed 15,000,000 shares, which corresponds to approximately 10 percent of all shares in Valmet Corporation. This aggregate number of shares is included in the aggregate numbers of shares mentioned in the previous paragraph.
The new shares may be issued and Valmet Corporation's own shares may be transferred for consideration or without consideration.
The Board of Directors of Valmet Corporation is also authorized to decide on a share issue to Valmet Corporation itself without consideration. The amount of shares which may be issued to Valmet Corporation, combined with the amount of shares to be repurchased based on authorization, shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in Valmet Corporation.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may be issued and Valmet Corporation's own shares transferred to the shareholders in proportion to their current shareholdings in Valmet Corporation. The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may also be issued and Valmet Corporation'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 Valmet Corporation to do so. The deviation from the shareholders' pre-emptive rights may be carried out, for example, in order to develop Valmet Corporation'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 Valmet Corporation to do so, taking the interests of all shareholders into account.
The Board of Directors of Valmet Corporation decides on all other matters related to the issuance of shares and special rights referred to in Chapter 10 Section 1 of the Companies Act.
The authorization is effective until June 30, 2014.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the General Meeting, the demerger plan, the Annual Report of Metso Corporation for the years ended and as at December 31, 2010, 2011 and 2012, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's Report, the Interim Review for January 1 - March 31, 2013, the Interim Review for January 1 - June 30, 2013, the minutes of Metso Corporation's Annual General Meeting of March 28, 2013, the statement by the Board of Directors on the events occurring after the Interim Review for January 1 - June 30, 2013 and having a material effect on the position of the Company, the auditor's report on the demerger plan as well as this notice are available on Metso Corporation's website at the address www.metso.com/egm and at the General Meeting. Copies of the above-mentioned documents and of this notice will be delivered to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from October 15, 2013 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate in the General Meeting and registration
Each shareholder who is registered on September 19, 2013 in the shareholders' register of the Company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the Company.
A shareholder who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting has to register for the meeting no later than on September 26, 2013 at 10.00 a.m. by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
a) at the address www.metso.com/egm;
b) by telephone at the number +358 10 808 300 (on weekdays between 8.00 a.m. and 6.00 p.m.);
c) by telefax at the number +358 20 484 3125; or
d) by sending a written notification to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative as well as the personal identification number of the proxy representative or statutory representative. The personal data given to Metso Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holders 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 General Meeting record date, September 19, 2013, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by September 26, 2013 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for 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 from his/her custodian bank.
The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting temporarily into the shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
When 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 for the General Meeting.
Possible proxy documents should be delivered in original to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki, Finland, before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice, August 15, 2013, the total number of shares and votes in Metso Corporation is 150,348,256. The total amount includes 484,050 own shares held by the Company. Such own shares held by the Company do not have voting rights.
In Helsinki, August 15, 2013
METSO CORPORATION
Board of Directors
Metso is a global supplier of technology and services to customers in the process industries, including mining, construction, pulp and paper, power, and oil and gas. Our 30,000 professionals based in over 50 countries contribute to sustainability and deliver profitability to customers worldwide. Metso's shares are listed on the NASDAQ OMX Helsinki Ltd.
www.metso.com, www.twitter.com/metsogroup
Further information, please contact:
Aleksanteri Lebedeff, SVP, General Counsel, Metso Corporation, tel +358 20 484 3240
Metso Corporation
Harri Nikunen
CFO
Juha Rouhiainen
VP, Investor Relations
Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com