EUR 1000.00 For Business Accounts Only

Metso - AGM 20 March 2020

In general, Metso is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 11 approval is sought for the remuneration of the board of directors of the current Metso as well as of its continuing Flow Control business ("Neles", see below). ECGS regrets that the Company has bundled the remuneration of the board of directors of Metso and Neles together and requests an unbundling into two separate agenda items the next time. Although ECGS has no concerns over the (proposed) remuneration of Metso's board, it does NOT approve of the (proposed) compensation of Neles' board. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 17 authorisation is sought to issue shares. ECGS notes that this authorisation will apply to Neles after the registration of the partial demerger. Although the magnitude of the authority requested would meet its guidelines, ECGS notes that the authorisation includes the possibility to issue shares to the Company itself without consideration. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently unclear what these future conditions will be, ECGS does not consider this proposal to be in the best interests of all shareholders and therefore recommends to vote OPPOSE.

Finally, ECGS notes that the EGMs of Metso and Outotec (on October 29, 2019) both approved the proposed partial demerger of Metso and the plan to combine Metso’s Minerals segment and the Outotec group to create Metso Outotec Corporation. As a result, Metso’s Flow Control segment became the continuing business of the currently listed Metso, and, after the registration of the demerger, will be renamed Neles, an independent listed company supplying flow control products and services. Considering the progress of the regulatory approval process, Metso and Outotec currently expect the completion of the combination to take place on June 30, 2020, subject to the receipt of all required regulatory and other approvals, including competition clearances.