Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Metso Outotec

Metso Outotec’s Shareholders’ Nomination Board will propose to the Annual General Meeting, planned to be held on April 23, 2021, that the Board of Directors should have seven members and that Klaus Cawén, Christer Gardell, Antti Mäkinen, Ian W. Pearce, Kari Stadigh, Emanuela Speranza and Arja Talma should be re-elected as Board members.

Mikael Lilius, Matti Alahuhta and Hanne de Mora were not available for re-election.

The Nomination Board will propose that Kari Stadigh should be elected Chair of the Board and Klaus Cawén Vice Chair.

All the Board member candidates have given their consent to be elected and have been assessed to be independent of the company and its significant shareholders, except for Antti Mäkinen, who has been assessed to be independent of the company but not independent of its significant shareholder.

The Nomination Board will propose the same fixed annual remuneration to the Board members as in the previous term:

Chair EUR 150,000
Vice Chair EUR 80,000
Other members EUR 65,000 each

The same additional remuneration as in the previous term will be proposed for the Board members that are elected as members of the Audit Committee and the Remuneration and HR Committee:

Chair of the Audit Committee EUR 23,000
Members of the Audit Committee EUR 10,000
Chair of the Remuneration and HR Committee EUR 12,000   
Member of the Remuneration and HR Committee EUR 5,000

The Nomination Board will propose that, as a condition for the annual remuneration, the Board members should be obliged, directly based on the Annual General Meeting’s decision, to use 20% or 40% 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 publication of the interim report for January 1 – March 31, 2021.

The Nomination Board will propose the same meeting fees as in the previous term as follows: a fee of EUR 900 be paid to the members residing in the Nordic countries, a fee of EUR 1,800 be paid to the members residing in other European countries and a fee of EUR 2,700 be paid to the members residing outside Europe.

Metso Outotec’s Board of Directors will include all the above-mentioned proposals in the notice of the Annual General Meeting of 2021.

Metso Outotec’s Shareholders’ Nomination Board comprises Annareetta Lumme-Timonen (Investment Director, Solidium Oy) as the Chair and Niko Pakalén (Partner, Cevian Capital Partners Ltd.), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Mikko Mursula (Deputy CEO, Ilmarinen Mutual Pension Insurance Company), and Mikael Lilius (Chair of Metso’s Board of Directors). The Shareholders’ Nomination Board consists of the representatives of the four largest registered shareholders of the company based on the ownership situation as of August 15 annually.

Mikael Lilius did not participate in the decision-making concerning the remuneration of the Board members.
 

Further information, please contact:
 

Annareetta Lumme-Timonen, Chair of the Shareholders’ Nomination Board, tel. +358 10 830 8910

Distribution:

Nasdaq Helsinki Ltd

Main media

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Metso Outotec is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing, metals refining and recycling industries globally. By improving our customers’ energy and water efficiency, increasing their productivity, and reducing environmental risks with our product and process expertise, we are the partner for positive change. 

Headquartered in Helsinki, Finland, Metso Outotec employs over 15,000 people in more than 50 countries and its pro forma sales for 2019 were about EUR 4.1 billion. The company is listed on the Nasdaq Helsinki. mogroup.com, www.metso.com/twitter/