Invitation to the Annual General Meeting

Invitation to the Annual General Meeting 
HELSINKI, FINLAND -- (Marketwire) -- 02/07/13 --  
Metso Corporation's stock exchange release on February 7, 2013 at
1:00 p.m. local time 
Notice is given to the shareholders of Metso Corporation to the
Annual General
Meeting to be held on Thursday, March 28, 2013 at 1.00
p.m. at the Helsinki Exhibition & Convention Centre at the address
Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who
have registered for the meeting and the
distribution of voting
tickets will commence at 12.00 noon. 
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. Presentation   of   the  Financial  Statements,  the  Consolidated
Financial
Statements,  the Report of the  Board of Directors and  the
Auditor's report for the year 2012 
- Review by the CEO 
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  totaled  EUR  1,663,254,494.14
on December
31, 2012, of which the net profit for the year 2012 was
EUR 266,335,290.98. The  Board of Directors proposes  that a dividend
of  EUR 1.85 per share be paid
based  on the  balance sheet  to be 
adopted for  the financial year which ended
December  31, 2012 and
the remaining part of  the profit be retained and carried
further in
the Company's unrestricted equity. 
The dividend shall be paid to shareholders who on the dividend record
date April
4, 2013 are registered in the Company's shareholders'
register held by Euroclear
Finland Ltd. The dividend shall be paid on
April 11, 2013. All the shares in the Company  are entitled to a
dividend with the exception of own shares held by the Company on the
dividend record date. 
9. Resolution  on the discharge of the members of the Board of
Directors and the CEO from liability 
10. Resolution on the remuneration of members of the Board of
Directors 
The Nomination Board of the General Meeting proposes to the General
Meeting that
the  members of the Board of Directors to be elected for
a term of office ending
at  the end of the Annual General Meeting of
the year 2014 be paid the following
annual  remuneration: to the
Chairman of  the Board of Directors EUR 100,000; to the 
Vice-Chairman  of  the  Board  of  Directors  and the Chairman of the
Audit
Committee  EUR 60,000; and to  the other members  of the Board 
of Directors EUR 48,000 each.  The Nomination Board furthermore
proposes that for each meeting of the  Board of Directors or the
committees of the Board of Directors a fee of EUR 700 is  paid to the
members of the Board  that reside in the Nordic countries, a fee  of
EUR  1,400 is paid  to the  members of  the Board  that reside  in
other
European  countries and a fee  of EUR 2,800 is paid  to the
members of the Board
that reside outside Europe. The Nomination Board
of the General Meeting proposes
that  as a  condition for  the annual
 remuneration the  members of the Board of Directors  are obliged,
directly based on the General Meeting's decision, to use 40% of  the
fixed  annual remuneration  for purchasing  Metso Corporation
shares
from  the market at a price formed in  public trading and that
the purchase will
be  carried out within two weeks from  the
publication of the interim review for the period January 1, 2013 to
March 31, 2013. 
11. Resolution on the number of members of the Board of Directors 
The  Nomination Board of the General Meeting proposes that the number
of members
of the Board of Directors shall be eight. 
12. Election of members of the Board of Directors 
The  Nomination  Board  of  the  General  Meeting  proposes  that 
the following
individuals be re-elected members of the Board of
Directors: Mr. Jukka Viinanen,
Mr.  Mikael von Frenckell,  Mr.
Christer Gardell,  Mr. Ozey K.  Horton, Jr., Mr. Erkki Pehu-Lehtonen,
Ms. Pia Rudengren and Ms. Eeva Sipilae. The Nomination Board of  the
General Meeting further proposes that  Mr. Mikael Lilius be elected
as a new  member of  the Board  of Directors.  Mr. Jukka  Viinanen is
 proposed to be elected  as Chairman of the  Board of Directors and 
Mr. Mikael von Frenckell as Vice-Chairman  of the Board of Directors.
According to Section 4 of the Articles
of  Association 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. 
Mr.  Mikael Lilius,  B.Sc. (Econ),  born 1949, is  the Chairman  of
the Board of Directors  of Waertsilae  Corporation (since  2011, Board
member since 2010), the Chairman  of the Board  of Directors of 
Huhtamaeki Oyj (since 2005, Board member 1999-2004), the  Chairman of
the Board of Directors of AMBEA AB (since 2011) and a  member of the
Board of Directors  of Aker Solutions A/S (since 2009) and Evli
Bank 
Ltd (since 2010). Mr. Lilius has been  the President and CEO of
Fortum Oyj in 2000-2009, the President and CEO of Gambro AB in
1998-2000, the President and CEO  of  Incentive  AB  in  1991-1998,
the  President  and CEO of KF Industri AB (Nordico)  in 1989-1991 and
worked in  various management positions in Huhtamaeki
Oyj during the
period 1981-1989 such as the President of the Packing Division of
Huhtamaeki in 1986-1989. 
Personal  information  and  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. 
In  addition the Nomination Board of the  General Meeting notes that
also during
the   commencing   term  of  office  of  the  Board  of 
Directors  a personnel
representative will participate as an invited
expert in meetings of the Board of Directors  of the Company within 
the limitations imposed by  the Finnish Act on Personnel
Representation in the Administration of Undertakings. The new Board
of Directors will invite the personnel representative as its external
expert in its organizing meeting after the Annual General Meeting. 
13. Resolution on the remuneration of the Auditor 
Based  on the proposal  of the Audit  Committee the Board  of
Directors proposes
that  the remuneration to the Auditor be  paid
against the Auditor's invoice and according to the principles
approved by the Audit Committee. 
14. Election of the Auditor 
Based  on the proposal  of the Audit  Committee the Board  of
Directors proposes
that  Ernst & Young Oy, authorized public
accountants, be elected Auditor of the Company.  Ernst & Young Oy has
notified  that Mr. Roger Rejstroem, APA, would act as responsible
auditor. 
15. Authorizing the Board of Directors to decide on the repurchase
and/or on the acceptance as pledge 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
and/or on the acceptance as pledge of the Company'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 per cent of all the  shares in  the Company.  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  the Company
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 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 shares may be held for reissue, canceled or
transferred further.
The  Board of Directors 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 and
it cancels the authorization  given to the Board of Directors
by  the
General  Meeting on  March 29, 2012 to  decide on  the repurchase of
the Company's own shares. 
16. Amendment of the Articles of Association 
The  Board of Directors proposes that the following sentence limiting
the age of a  person who  can be  elected to  the Board  of Directors
shall be removed from
Section  4 of the Company's  Articles of
Association:  "A person who has reached
the age of 68 years cannot be
elected as a member of the Board of Directors". 
17. Establishment of a Shareholders' Nomination Board The Board of
Directors proposes that the General Meeting resolves to establish a
Shareholders'  Nomination  Board  to  prepare  future  proposals
concerning the election  and  remuneration  of  the  members  of  the
Board of Directors to the General  Meetings. In addition, the Board
of Directors proposes that the General
Meeting  adopts the Charter of
the Shareholders'  Nomination Board set out as an appendix to the
proposal. 
According  to the proposal, the  Nomination Board shall comprise
representatives
nominated  by the four largest  shareholders of the
company  and the Chairman of the  Board of Directors.  The right to 
nominate representatives shall be vested
with  the four shareholders
of the Company having the largest share of the votes
represented  by
all the shares  in the Company annually  on September 1 based on the 
company's shareholders' register held by Euroclear Finland Ltd.
However, if a  shareholder who has distributed his/her  holdings e.g.
into several funds and has  an  obligation  under  the  Finnish 
Securities  Markets  Act to take these
holdings  into account  when
disclosing  changes in  share of  ownership makes a written  request
to  such effect  to the  Chairman of  the Board of Directors no later
 than  on  August  31, such  shareholder's  holdings  in  several
funds or registers  will be combined when calculating the share of
votes which determines
the  nomination  right.  Should  a 
shareholder  not  wish  to  exercise his/her
nomination right, the
right shall be transferred to the next largest shareholder
who
otherwise would not be entitled to nominate a member. 
The  Chairman of the Board  of Directors shall convene  the first
meeting of the Nomination  Board and the Nomination Board shall elect
a chairman from among its members.  The Nomination Board shall give
its proposal to the Board of Directors
annually no later than January
31 preceding the next Annual General Meeting. The term of office of
the members of the Nomination Board expires annually after the new
Nomination Board has been appointed. 
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
as  well as  this
notice  are available  on Metso  Corporation's website at the address
 www.metso.com.  The  Annual  Report  of Metso Corporation including
the Financial Statements, Consolidated Financial Statements, the
Report of the Board
of  Directors  and  the  Auditor's  report  are
available on the above- mentioned
website  no  later  than  March  7,
2013. The  proposals  for  decisions and the Financial Statements and
Consolidated Financial Statements are also available at the  General
Meeting  and copies  of said  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 April
11, 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  March 18, 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 March 25, 2013 at 
10 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/agm; 
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 Tyventoe-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  March 18, 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 March
25, 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
without delay 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 originals to the
address Metso
Corporation,  Ritva Tyventoe-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 this  notice February  7, 2013, the total  number of
shares and votes in Metso Corporation is 150,348,256. The total
amount includes 592,222 own shares  held by  the Company.  Such own 
shares held  by the Company do not have
voting rights. 
In Helsinki, February 7, 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 deliver sustainability and profitability to customers
worldwide. Expect results. www.metso.com , www.twitter.com/metsogroup 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: 


 
(i) the releases contained herein are protected by copyright and
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     originality of the information contained therein.
 
Source: Metso Corporation via Thomson Reuters ONE
[HUG#1676350]

  
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
 
 
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