The AGM adopted the financial statements and discharged the members of the Board of Directors and the President & CEO from liability for the financial year 2021 and adopted the company’s remuneration report for governing bodies through an advisory resolution.
Dividend for 2021
The AGM resolved to approve the Board of Directors’ proposal to pay a dividend of EUR 0.24 per share from the financial year 2021 in two installments.
The first dividend installment of EUR 0.12 per share will be paid on May 2, 2022, and its record date will be April 25, 2022. The second installment of EUR 0.12 per share will be paid in November 2022. The Board of Directors will resolve on the record date and the date of payment in its meeting agreed to be held on October 27, 2022. Pursuant to the current rules of the Finnish book-entry system, the dividend record date would be October 31, 2022, and the date of payment November 7, 2022.
Composition of the Board of Directors
The AGM resolved to elect nine 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. Brian Beamish and Terhi Koipijärvi were elected as new Board members. The Board’s term of office will end at the closing of the Annual General Meeting 2023.
Remuneration of the Board of Directors
The AGM resolved that the members of the Board of Directors will be paid the following fixed annual remuneration:
- Chair: EUR 156,000
- Vice Chair: EUR 82,500
- Other members: EUR 67,000 each
and the additional remuneration to be paid for the members of the Board of Directors that are elected as members of the Board’s committees was decided as follows:
- EUR 23,800 for the Chair of the Audit and Risk Committee
- EUR 10,300 each for the other members of the Audit and Risk Committee
- EUR 12,400 for the Chair of the Remuneration and HR Committee
- EUR 5,150 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 21, 2022 publication of the interim report for January 1 – March 31, 2022.
Meeting fees
The AGM also resolved to approve the following meeting fees for each Board and committee meeting: EUR 900 for meetings requiring travel within the Nordic countries, EUR 1,800 for meetings requiring travel within a continent, EUR 3,000 for meetings requiring intercontinental travel, and EUR 900 for meetings with remote attendance.
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 2023. 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 2023.
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 2023. The minutes of the AGM will be available on this page on May 5, 2022, at the latest.
