Annual General Meeting 2023

Change of the company’s business name

The Annual General Meeting resolved to change the company's business name to “Metso” by amending Article 1 of the Articles of Association in accordance with the proposal of the Board of Directors.

Adoption of the financial statements

The AGM adopted the financial statements for the financial year 2022 and resolved to grant the members of the Board of Directors and the President and CEO discharge from liability for the financial year January 1 to December 31, 2022.

Dividend for 2022

The AGM resolved to approve the Board of Directors’ proposal to pay a dividend of EUR 0.30 per share for the financial year 2022 in two installments.

The first dividend installment of EUR 0.15 per share will be paid on May 12, 2023, and its record date will be May 5, 2023. The second installment of EUR 0.15 per share will be paid in November 2023. The Board of Directors will resolve on the record date and the date of payment in its meeting agreed to be held on October 26, 2023. Based on the current rules of the Finnish book-entry system, the dividend record date would be October 30, 2023, and the date of payment November 6, 2023.

Composition of the Board of Directors

The AGM resolved to elect nine members of the Board of Directors. Kari Stadigh was re-elected as Chair, Klaus Cawén as Vice Chair, and Brian Beamish, Terhi Koipijärvi, Ian W. Pearce, Emanuela Speranza, and Arja Talma as members of the Board. Niko Pakalén and Reima Rytsölä were elected as new Board members. The Board’s term of office will end at the closing of the Annual General Meeting 2024.

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 164,000
• Vice Chair: EUR 85,000
• Other members: EUR 69,000 each

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 24,500 for the Chair of the Audit and Risk Committee
• EUR 10,500 each for the other members of the Audit and Risk Committee
• EUR 12,650 for the Chair of the Remuneration and HR Committee
• EUR 5,250 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 today.

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 2024. Ernst & Young Oy has announced that Mikko Järventausta, APA, will continue 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.

Amendment of Article 10 of the Articles of Association

The Annual General Meeting resolved to amend Article 10 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to the Company’s domicile (Helsinki), Espoo or Vantaa.

Authorization to repurchase the Company’s own shares

The AGM resolved to authorize the Board of Directors 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 resolve 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 2024.

Authorization to issue shares and special rights entitling to shares

The AGM resolved to authorize 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 2024.

Authorizing the Board of Directors to resolve on donations

The Annual General Meeting resolved to authorize the Board of Directors to decide on donations in the aggregate maximum amount of EUR 350,000 for charitable or corresponding purposes. The donations could be made in one or more instalments. The Board of Directors would be entitled to resolve on the beneficiaries and the amount of each donation. The authorization is in force until the closing of the next Annual General Meeting.