Annual General Meeting 2024

Adoption of the financial statements

The AGM adopted the financial statements for the financial year 2023 and resolved to grant the members of the Board of Directors and President and CEO discharge from liability for the financial year January 1 to December 31, 2023.

Dividend for 2023

The AGM resolved to approve the Board of Directors’ proposal to pay a dividend of EUR 0.36 per share for the financial year 2023 in two installments.

The first dividend installment of EUR 0.18 per share will be paid on May 7, 2024, and its record date will be April 29, 2024. The second installment of EUR 0.18 per share will be paid in November 2024. The Board of Directors will resolve on the record date and the date of payment in its meeting agreed to be held on October 23, 2024. Based on the current rules of the Finnish book-entry system, the dividend record date would be October 25, 2024, and the payment date November 1, 2024.

Composition of the Board of Directors

The AGM resolved to elect nine members to the Board of Directors. All current members of the Board, Brian Beamish, Klaus Cawén, Terhi Koipijärvi, Niko Pakalén, Ian W. Pearce, Reima Rytsölä, Emanuela Speranza, Kari Stadigh, and Arja Talma were re-elected for the term ending at the closing of the Annual General Meeting 2025.

The AGM resolved to re-elect Kari Stadigh as the Chair of the Board of Directors and Klaus Cawén as the Vice Chair of the Board of Directors for the term ending at the closing of the Annual General Meeting 2025.

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 171,000
• Vice Chair: EUR 87,000
• Other members: EUR 70,500 each

The additional remuneration to be paid for the members of the Board of Directors that were elected as members of the Board’s committees was decided as follows:

• EUR 25,500 for the Chair of the Audit and Risk Committee
• EUR 10,700 each for the other members of the Audit and Risk Committee
• EUR 13,000 for the Chair of the Remuneration and HR Committee
• EUR 5,350 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 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 and sustainability reporting assurance provider

Authorized public accounting firm Ernst & Young Oy was re-elected as Auditor for a term ending at the closing of the Annual General Meeting 2025. Ernst & Young Oy has announced that Mikko Järventausta, APA, will continue as the principally responsible auditor. Ernst & Young Oy was also adopted as the company’s sustainability reporting assurance provider to verify the sustainability report for the financial year 2024. The remuneration to the Auditor was decided to be paid against the Auditor’s invoice approved by the company and that the same applies to the Auditor’s fees relating to the verification of the company’s sustainability report.

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’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 based on 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 2025.

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 2025.

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.