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

Metso Outotec Corporation’s stock exchange release on December 9, 2022, at 9:10 a.m. EET

Metso Outotec’s Shareholders’ Nomination Board will propose to the Annual General Meeting, planned to be held on May 3, 2023, that the Board of Directors would have nine members and that Brian Beamish, Klaus Cawén, Terhi Koipijärvi, Ian W. Pearce, Emanuela Speranza, Kari Stadigh, and Arja Talma would be re-elected as Board members.

Christer Gardell and Antti Mäkinen have informed that they will not be available for re-election. Therefore, the Nomination Board will propose that Niko Pakalén and Reima Rytsölä would be elected as new Board members. Their brief presentations are attached to this release.

Furthermore, the Nomination Board will 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 164,000 (EUR 156,000)
• Vice Chair EUR 85,000 (EUR 82,500)
• Other members EUR 69,000 (EUR 67,000)

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 24,500 (EUR 23,800)
• Members of the Audit & Risk Committee EUR 10,500 (EUR 10,300)
• Chair of the Remuneration and HR Committee EUR 12,650 (EUR 12,400)  
• Member of the Remuneration and HR Committee EUR 5,250 (EUR 5,150)

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, 2023.

The Nomination Board will propose the following meeting fees to be paid for attending the meetings of the Board and its committees:

• 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 Outotec’s Board of Directors will include all the above-mentioned proposals in the notice of the Annual General Meeting of 2023.

Metso Outotec’s Shareholders’ Nomination Board consists of:

• Annareetta Lumme-Timonen (Investment Director, Solidium Oy) as Chair
• Niko Pakalén (Partner, Cevian Capital Partners Ltd.)
• 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 Outotec’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 Outotec’s Board of Directors.

Kari Stadigh and Niko Pakalén 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 and metals refining 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. Metso Outotec is committed to limiting global warming to 1.5°C with Science Based Targets.

Headquartered in Helsinki, Finland, Metso Outotec employs over 15,000 people in more than 50 countries and its sales for 2021 were about EUR 4.2 billion. The company is listed on the Nasdaq Helsinki. mogroup.com, twitter.com/metsooutotec