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

Metso Corporation’s stock exchange release on November 20, 2024, at 9:00 a.m. EET

The Shareholders’ Nomination Board of Metso Corporation will propose to the Annual General Meeting, planned to be held on April 24, 2025, that the Board of Directors would have nine members and that the current members Brian Beamish, Klaus Cawén, Terhi Koipijärvi, Niko Pakalén, Reima Rytsölä, Kari Stadigh, and Arja Talma would be re-elected. Ian W. Pearce and Emanuela Speranza have announced that they are not available for re-election.

The Nomination Board will propose that Anders Svensson and Eriikka Söderström be elected as new members of the board. Their resumes are attached to this release.

The Nomination Board will also propose that Kari Stadigh would be re-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 Reima Rytsölä, who has been assessed to be independent of the company but not independent of its significant shareholder.

The Nomination Board will propose fixed annual remuneration to the Board members as follows (current remuneration in brackets):

• Chair EUR 176,500 (EUR 171,000)
• Vice Chair EUR 88,300 (EUR 87,000)
• Other members EUR 71,500 (EUR 70,500)

An additional remuneration will be proposed to be paid to the Board members that are elected as members of the Audit & Risk Committee and the Remuneration and HR Committee as follows (current remuneration in brackets):

• Chair of the Audit & Risk Committee EUR 26,300 (EUR 25,500)
• Members of the Audit & Risk Committee EUR 10,850 (EUR 10,700)
• Chair of the Remuneration and HR Committee EUR 13,200 (EUR 13,000)  
• Member of the Remuneration and HR Committee EUR 5,430 (EUR 5,350)

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 shares from the market at a price formed in public trading, and that the purchase would be carried out within two weeks from the publication of the interim report for January 1 – March 31, 2025.

According to the Nomination Committee’s proposal, the meeting fees for the Board and its committees would remain the same as before:

• 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
• EUR 900 for meetings with remote attendance

Metso’s Board of Directors will include all the above-mentioned proposals in the notice of the Annual General Meeting of 2025.

Metso’s Shareholders’ Nomination Board consists of:

• Annareetta Lumme-Timonen (Investment Director, Solidium Oy) as Chair
• Philip Ahlgren (Partner, Cevian Capital AB)
• Risto Murto (President and CEO, Varma Mutual Pension Insurance Company)
• Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company)
• Kari Stadigh (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, as well as the Chair of Metso’s Board of Directors.

Kari Stadigh did not participate in the decision-making concerning the remuneration of the Board members.
 

Further information:

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

Distribution:

Nasdaq Helsinki Ltd

Main media

www.metso.com

Metso is a frontrunner in providing sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing and metals refining industries globally. By helping our customers increase their productivity, improve their energy and water efficiency and environmental performance with our process and product expertise, we are the partner for positive change.

Headquartered in Espoo, Finland, Metso employs over 16,000 people in close to 50 countries and sales for 2022 were about EUR 5.3 billion. The company is listed on the Nasdaq Helsinki. metso.com, x.com/metsoofficial