The shareholders of Metso Corporation are invited to attend the Annual General Meeting scheduled at 12.00 on Wednesday, March 29, 2000. The meeting will be held in the Marina Congress Center at Katajanokanlaituri 6, 00160 Helsinki.
The following business will be on the agenda:
1. Standard business stated in Article 11 of the Articles of Association
2. Board of Directors’ proposal to restate the share capital and par value of the shares in euros, and to raise the share capital by a funds transfer
Metso Corporation’s share capital and the par value of the shares to be restated in euros, and the capital to be raised by EUR 2,461,108.90 to EUR 230,889,367.50 by taking an amount equal to the amount of the increase from the additional paid-in capital and transferring it to the share capital. No new shares will be issued in the funds transfer nor will the number of Metso shares be changed. After the restating of the share capital in euros and the funds transfer the par value of each share will be EUR 1.70.
3. Board of Directors’ proposal to restate the bonds with warrants and options in euros
The Board of Directors proposes that it be authorized to restate the bonds with warrants and options, issued by Valmet Corporation and Rauma Corporation and transferred to Metso Corporation, in euros.
4. Board of Directors’ proposal to amend articles 3, 4 and 6 of the Articles of Association
Amendments to be made to article 3 of the Articles of Association to restate the minimum and maximum capital in euros, and to article 4 to change the par value of the shares to EUR 1.70, and to article 6 to remove the references to the Chief Executive Officer.
5. Board of Directors’ proposal to decrease the share capital by canceling shares
The share capital of Metso Corporation to be decreased by EUR 850,000 by canceling 500,000 of the Corporation’s own shares. The aggregate par value of the shares to be canceled, EUR 850,000, will be transferred from share capital to the additional paid-in capital. The Corporation’s restricted funds will not be reduced as a consequence of the decrease in the share capital, since an amount equal to the decrease will be transferred to the additional paid-in capital. Because the share capital is to be decreased by canceling the Corporation’s own shares, the cancellation will have no effect on the distribution of other shareholders’ shares and voting rights.
6. Board of Directors’ proposal to authorize the Board to decide on acquiring the Corporation’s own shares
The Board of Directors to be authorized to decide on acquiring the Corporation’s own shares within one year of the shareholders’ meeting, using its distributable funds, provided that the combined par value of the shares thus acquired corresponds to no more than 5 percent of the Corporation’s total shares at the moment of acquisition. The Board of Directors may also propose the cancellation of the acquired shares by reducing the share capital.
The authorization entitles the Board to acquire the Corporation’s own shares for use as payment in possible future corporate acquisitions or in financing investments. According to the decision of the Board, the shares are to be acquired through public trading on the Helsinki Exchanges, at the share price prevailing on the day of acquisition. The acquisition price will be paid to the sellers within the payment period stipulated by the rules of the Helsinki Exchanges and the Finnish Central Securities Depository Ltd.
Since the maximum amount of the shares to be repurchased is 5 percent of the total amount of the shares and voting rights of the Corporation, and as the Corporation has only one series of shares, the repurchase of the shares will have no impact on the distribution of the ownership of shares and the voting rights of the Corporation.
In addition, the Board proposes that the authorization given to the Board at the Extraordinary Shareholders’ Meeting held on August 18, 1999, to acquire the Corporation’s own shares, be canceled.
7. Board of Directors’ proposal to authorize the Board to decide on surrendering the Corporation’s own shares
The Board of Directors will be authorized, within one year of the shareholders’ meeting, to decide on surrendering the Corporation’s own shares acquired by the Corporation. The authorization will cover the surrender of all shares acquired on the basis of the acquisition authorization given to the Board.
The authorization will entitle the Board to decide to whom and in which order the Corporation’s own shares are surrendered. The Board may surrender the Corporation’s own shares for use as payment in possible future corporate acquisitions or in financing investments.
In addition, the Board proposes that the authorization given to the Board at the Extraordinary Shareholders’ Meeting held on August 18,1999, to surrender its own shares, be canceled.
8. Board of Directors’ proposal to issue options to the key personnel of Metso Corporation and to wholly-owned subsidiaries of Metso Corporation
It is proposed that the shareholders’ pre-emptive right to subscription be deviated from, since the options are intended to form a part of the incentive program for the key personnel. In addition, the purpose of the options is to standardize the incentive programs of the Corporation in such a manner that the warrant and option holders of Valmet Corporation and Rauma Corporation are offered a possibility to convert their warrants and options in the aforementioned companies to the options now being issued. The number of shares to be subscribed for on the basis of the options is 5,000,000. This number corresponds to the aggregate dilutive effect of the shares that can be subscribed for on the basis of the previous incentive programs. The number of options issued will be 5,000,000, of which 2,500,000 will be marked with the letter A and 2,500,000 with the letter B. The options give the right to subscribe to a maximum of 5,000,000 shares of Metso Corporation with a par value of EUR 1.70. The share subscription price shall be sixteen (16) euros. The amount of the dividend distributed after March 1, 2000, but before the date of subscription for shares, shall be deducted from the share subscription price as per the dividend record date. The share subscription period for the options shall begin in stages, starting on April 1, 2001 and on April 1, 2003, and shall end on April 30, 2005 for all options. As a result of the subscriptions, the number of Metso Corporation shares may be raised by no more than 5,000,000 new shares.
9. Board of Directors’ proposal to authorize the Board to decide on raising the share capital by a subscription issue, a convertible bonds issue and/or an issue of options.
The Board proposes that it be authorized, within one year of the shareholders’ meeting, to decide on raising the share capital by one or several subscription issues, by one or several convertible bond issues, and/or by the issue of share options, provide that in the subscription issue or convertible bonds issue or issue of options at most 25,000,000 new shares of the Corporation with a par value of EUR 1.70 may be subscribed for, and that the Corporation’s share capital may be raised by no more than EUR 42,500,000.
The authorization entitles the Board to deviate from shareholders’ pre-emptive rights to subscribe for new shares, convertible bonds or options, and to decide on the subscription prices and the other terms and conditions of subscription, and the terms and conditions of the convertible bonds or options. The shareholders’ pre-emptive rights to subscribe can be deviated from provided that the Corporation has substantial financial grounds for doing so, such as financing corporate acquisitions, enabling joint operation arrangements or other development of the Corporation’s business operations. The Board may not deviate from the pre-emptive subscription rights for the benefit of a person belonging to the inner circle of the Corporation. When the share capital is raised by a subscription issue, the Board will be entitled to decide that the shares can be subscribed for in exchange for property in kind, or otherwise on certain conditions.
Documents to be on view
Copies of the documents related to the financial statements and the proposals of the Board of Directors, appendices included, will be available for shareholders to view from Monday, March 20, 2000 at Metso Corporation’s head office located at Fabianinkatu 9 A, 00130 Helsinki. Copies of the documents will be mailed to shareholders upon request.
Right to participate in the meeting
All those who have been entered as shareholders in the Corporation’s shareholder register maintained by the Finnish Central Securities Depository Ltd. by March 24, 2000, at the latest, shall have the right to participate in the shareholders’ meeting.
Notification of participation
Shareholders who wish to participate in the meeting should notify the Corporation of their intention to participate no later than 4 pm, Friday March 24, 2000, either by mail to Metso Corporation, PO Box 1220, FIN-00101 Helsinki, or by telephone at +358 (0) 108 08 300, or by fax at +358 (0) 2048 43125. Written notices of participation must be received by the above-mentioned deadline for notification of participation. Powers-of-attorney should be sent to the above-mentioned address along with notification of participation.
Distribution of dividend
The Board of Directors will propose to the shareholders’ meeting that a dividend of EUR 0.40 be paid per share for the financial year which ended on December 31, 1999. The dividend will be paid to shareholders who have been entered as shareholders in the Corporation’s shareholder register maintained by the Finnish Central Securities Depository Ltd. by the dividend record date, April 3, 2000. The dividend will be paid on April 10, 2000.
Helsinki, March 2, 2000
METSO CORPORATION
Board of Directors