The AGM adopted the financial statements and discharged the members of the Board of Directors and the President & CEOs from liability for the financial year 2020 and adopted the company’s remuneration report for governing bodies through an advisory resolution.
Dividend for 2020
The AGM resolved to approve the Board of Directors’ proposal to pay a dividend of EUR 0.20 per share from the financial year 2020 in two installments.
The first dividend installment of EUR 0.10 per share will be paid on May 4, 2021, and its record date will be April 27, 2021. The second installment of EUR 0.10 per share will be paid in November 2021. The Board of Directors will resolve on the record date and the date of payment in its meeting agreed to be held on November 1, 2021. Pursuant to the current rules of the Finnish book-entry system, the dividend record date would be November 3, 2021, and the date of payment November 10, 2021.
Composition of the Board of Directors
The AGM resolved to elect seven members to the Board of Directors. The AGM resolved to re-elect the following members of the Board of Directors: Kari Stadigh was elected as the Chair, Klaus Cawén as the Vice Chair, and Christer Gardell, Antti Mäkinen, Ian W. Pearce, Emanuela Speranza and Arja Talma as members of the Board.
The term of office of the Board will expire at the end of Metso Outotec’s next Annual General Meeting.
Remuneration of the Board of Directors
The AGM resolved that the members of the Board of Directors will be paid the same fixed annual remuneration as in the previous term as follows:
- Chair: EUR 150,000
- Vice Chair: EUR 80,000
- Other members: EUR 65,000 each
and the additional remuneration to be paid for the members of the Board of Directors that are elected as members of the committees of the Board will be also unchanged as follows:
- EUR 23,000 for the Chair of the Audit Committee
- EUR 10,000 each for the other members of the Audit Committee
- EUR 12,000 for the Chair of the Remuneration and HR Committee
- EUR 5,000 each for the other members of the Remuneration and HR Committee.
As a condition for the annual remuneration, the Board members are obliged, directly based on the AGM’s decision, to use 20 or 40 percent of their fixed total annual remuneration for purchasing Metso Outotec shares from the market at a price formed in public trading, and that the purchase will be carried out within two weeks from the April 23, 2021 publication of the interim report for January 1 – March 31, 2021.
Meeting fees
The AGM also resolved to approve the following unchanged meeting fees: for each Board and committee meeting as in the previous term as follows: a fee of EUR 900 to be paid to the members residing in the Nordic countries, a fee of EUR 1,800 to be paid to the members residing in other European countries and a fee of EUR 2,700 to be paid to the members residing outside Europe. In addition, members of the Board of Directors are to be compensated for direct expenses arising from Board work.
Auditor
Authorized public accounting firm Ernst & Young Oy was re-elected as Auditor for a term ending at the closing of the Annual General Meeting 2022. Ernst & Young Oy has announced that it would appoint Mikko Järventausta, APA, as the principally responsible auditor. The remuneration to the Auditor was decided to be paid against the Auditor’s reasonable invoice approved by the company.
Authorization to repurchase the Company’s own shares
The AGM resolved to approve the proposal of the Board of Directors to authorize the Board to decide on the repurchase of an aggregate maximum of 82,000,000 of Metso Outotec’s own shares, which corresponds to approximately 9.9 percent of all shares. However, the company together with its subsidiaries cannot at any moment own more than 10 percent of all the shares of the company.
Own shares may be repurchased on the basis of this authorization only by using unrestricted equity. Own shares can be repurchased at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to decide how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).
The authorization is in force until the closing of the Annual General Meeting 2022.
Authorization to issue shares and special rights entitling to shares
The AGM resolved to approve the proposal of the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows: The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 82,000,000 shares, which corresponds to approximately 9.9 percent of all shares.
The Board of Directors is entitled to decide on all terms of the issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders’ pre-emptive subscription rights (directed issue). This authorization applies to both the issuance of new shares and the conveyance of own shares held by the company.
The authorization is in force until the closing of the Annual General Meeting 2022. The minutes of the AGM will be available on this page on May 7, 2021, at the latest.
