Metso Corporation's stock exchange release on January 30, 2012 at 12:30 p.m.
The Nomination Board established by Metso's Annual General Meeting proposes to
the next Annual General Meeting, which is planned to be held on March 29, 2012,
that the number of Board of Directors members is seven.
Proposal on the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that Jukka Viinanen,
Mikael von Frenckell, Christer Gardell, Ozey K. Horton, Jr., Erkki Pehu-Lehtonen
and Pia Rudengren would be re-elected of the present members of the Board of
Directors. In addition, it is proposed to elect Eeva Sipilä as a new member of
the Board of Directors. It is proposed to elect Jukka Viinanen as Chairman of
the Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of
Ms. Eeva Sipilä, M.Sc. (Econ), CEFA, b. 1973, has served as Chief Financial
Officer (CFO) of Cargotec Corporation since 2008. She is a Board member of
Basware Corporation since 2010. Eeva Sipilä has worked for Cargotec since 2005,
prior to her current role she was Senior Vice President, Investor Relations and
Communications during 2005-2008. During 2002-2005 she worked for Metso
Corporation as Vice President, Investor Relations. Before Metso, Eeva Sipilä
worked as an equity analyst at Mandatum Stockbrokers, Sampo-Leonia and Leonia
Bank during 1999-2002. During 1997-1998 she worked as an associate consultant at
Arkwright AB in Sweden.
Proposal on Board of Directors' remuneration
The Nomination Board proposes to the Annual General Meeting that the members of
the Board of Directors to be elected for a term of office ending at the end of
the Annual General Meeting of 2013 would be paid the following annual
remuneration: to the Chairman of the Board of Directors EUR 100,000; to the
Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee
EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each.
The Nomination Board furthermore proposes that for each meeting of the Board of
Directors or the committees of the Board of Directors a fee of EUR 700 would be
paid to the members of the Board that reside in the Nordic countries, a fee of
EUR 1,400 would be paid to the members of the Board that reside in other
European countries and a fee of EUR 2,800 would be paid to the members of the
Board that reside outside Europe. The Nomination Board proposes that as a
condition for the annual remuneration the members of the Board of Directors are
obliged, directly based on the General Meeting's decision, to use 40% of the
fixed annual remuneration for purchasing Metso Corporation 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 review for the period
1 January 2012 to 31 March 2012.
Metso's Board of Directors will include these proposals into the notice of the
Annual General Meeting, which will be published later.
The Nomination Board notes that a personnel representative will participate as
an external expert in the Metso Board meetings also in the next Board term
within the limitations imposed by the Finnish law. The new Board of Directors
will invite the personnel representative as its external expert in its
organizing meeting after the Annual General Meeting.
The Nomination Board
Kari Järvinen (Managing director, Solidium Oy) acted as the Chairman of the
Nomination Board established by Metso's Annual General Meeting. The members the
Nomination Board were Lars Förberg (Managing Partner, Cevian Capital), Harri
Sailas (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Matti
Vuoria (President and CEO, Varma Mutual Pension Insurance Company). The Chairman
of Metso Corporation's Board of Directors, Jukka Viinanen, served as the
Nomination Board's expert member.
Metso is a global supplier of sustainable technology and services for mining,
construction, power generation, automation, recycling and the pulp and paper
industries. We have about 29,000 employees in more than 50 countries.
Further information, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel.
+358 20 484 3240
Vice President, Investor Relations
NASDAQ OMX Helsinki Ltd