Metso Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Metso Corporation's company release on February 4, 2009 at 3.00 p.m.


Notice is given to the shareholders of Metso Corporation to the
Annual General Meeting to be held on Tuesday March 31, 2009 at 3:00
PM at Helsinki Fair Centre, Messuaukio 1, Helsinki. The reception of
persons who have registered for the meeting and the distribution of
voting tickets will commence at 2:00 PM.

A.
Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be
considered

1.                   Opening of the meeting

2.                   Calling the meeting to order

3.                   Election of persons to confirm the minutes and
to supervise the counting of votes

4.                   Recording the legality of the meeting

5.                   Recording the attendance at the meeting and the
list of votes

6.                   Presentation of the financial statements, the
report of the Board of Directors and the     auditor's report for the
year 2008

*                      Review by the CEO

7.                   Adoption of the financial statements and
consolidated financial statements

8.                   Resolution on the use of the profit shown on the
balance sheet and the payment of dividend

The Board of Directors proposes that a dividend of EUR 0.70 per share
be paid based on the adopted balance sheet for the financial year
ended on December 31, 2008. The dividend will be paid to shareholders
registered in the Company's shareholders' register maintained by the
Finnish Central Securities Depository (Euroclear Finland Ltd) on the
record date for dividend April 3, 2009. The dividend is paid on April
15, 2009.

In addition the Board of Directors proposes that the Board of
Directors be authorized to decide within its discretion, and when the
economic situation of the Company favours it, on the payment of
dividend addition to the dividend decided in the Annual General
Meeting, however no more than EUR 0.68 per share. The Board of
Directors shall make its decision no later than December 31, 2009.
The dividend paid on the basis of the decision of the Board of
Directors will be paid to the shareholders registered in the
Company's shareholders' register maintained by the Finnish Central
Securities Depository (Euroclear Finland Ltd) on the record date
decided by the Board of Directors. The Board of Directors shall
decide the record date for dividend and the date of payment of the
dividend, which can at the earliest be the fifth banking day from the
record date.

9.                   Resolution on the discharge of the members of
the Board of Directors and the CEO from liability

10.                 Resolution on the remuneration of the members of
the Board of Directors

The Nomination Committee of the Annual General Meeting proposes that
the Chairman of the Board of Directors is paid an annual fee of EUR
92,000, the Vice-Chairman an annual fee of EUR 56,000  and the
members of the Board of Directors each an annual fee of EUR 45,000.
Additional compensation of EUR 600  shall be paid for the meetings
attended including the meetings of the committees of the Board of
Directors and travel expenses and daily allowance shall be paid
according to Company's Travel Policy.

11.                 Resolution on the number of members of the Board
of Directors

The Nomination Committee of the Annual General Meeting proposes that
the number of members of the Board of Directors be confirmed to seven
(7).

12.                 Election of members of the Board of Directors

The Nomination Committee of the Annual General Meeting proposes thatfrom the current Board members Maija-Liisa Friman, Christer Gardell,
Arto Honkaniemi, Yrjö Neuvo, Jaakko Rauramo and Jukka Viinanen be
re-elected for the term until the close of the Annual General Meeting
in 2010. Jukka Viinanen is proposed to be elected as Chairman of the
Board of Directors and Jaakko Rauramo as Vice Chairman. It is also
proposed that Ms. Pia Rudengren shall be elected as a new member of
the Board of Directors for the same term.

The new proposed Board member Pia Rudengren is a Board professional
and presently the Chairman of the Board of Directors of Q-MED AB, a
publicly listed Swedish biotechnology and medical device company, and
the Board member of Tikkurila Oy, Biophausia AB, Varyag Resources AB,
WeMind Digital Psykologi AB, Duni AB and Social Initiative AB. Pia
Rudengren holds M.Sc. degree in Business Administration and Economics
from the Stockholm School of Economics (1990). From 1990 on Pia
Rudengren has held a variety of positions at Investor AB, ultimately
serving as Chief Financial Officer and member of the management group
during the period from 1998 to 2001. From 2001 to 2005 she was
Executive Vice President of W Capital Management AB.

Personal information and positions of trust of the nominees for the
Board of Directors are presented on the website of Metso Corporation
(www.metso.com). All nominees have given their consent for the
position.

13.                 Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes that the
auditor's fee is paid against an invoice in accordance with the
purchase principles approved by the Audit Committee.

14.                 Election of auditor

The Audit Committee of the Board of Directors proposes that
PricewaterhouseCoopers Oy, Authorized Public Accountants,  be
re-elected as the Company's auditors. PricewaterhouseCoopers Oy has
designated Johan Kronberg, APA, as auditor with principle
responsibility.

15.                 Authorizing the Board of Directors to decide on
the repurchase of the Company's own shares

The Board of Directors proposes that the Annual General Meeting would
resolve on authorizing the Board of Directors to decide on the
repurchase of a maximum of 10,000,000  of Company's own shares.

Own shares shall be repurchased in proportion other than that of
holdings of the shareholders using the non-restricted equity and
acquired through public trading on the NASDAQ OMX Helsinki Ltd
("Helsinki Stock Exchange") at the share price prevailing at the time
of acquisition.

The shares shall be repurchased in order to develop the capital
structure of the Company or to finance or carry out future
acquisitions, investments or other arrangements related to the
Company's business or as part of the Company's incentive program.

Own shares acquired to the Company may be held, cancelled or
conveyed. The authorization shall include also the right to take the
Company's own shares as pledge to secure the potential receivables of
the Company. The Board of Directors shall decide on other matters
related to the repurchase of the Company's own shares.

The repurchase authorization is valid until June 30, 2010, and it
revokes the repurchase authorization given by the Annual General
Meeting on April 2, 2008.

16.                 Authorizing the Board of Directors to decide on
the issuance of shares as well as  the    issuance of special rights

The Board of Directors proposes that the Annual General Meeting would
resolve on authorizing the Board of Directors to decide on the
issuing of new shares and the conveying of own shares held by the
Company and to grant special rights referred to in Chapter 10,
Section 1 of the Finnish Companies Act, on the following conditions:

By virtue of the authorization, the Board is entitled to decide on
the issuing of a maximum of 15,000,000 new shares and on the
conveying of a maximum 10,000,000 own shares held by the Company.

Additionally, the Board is authorized to grant special rights
referred to in Chapter 10, Section 1 of the Finnish Companies Act,
which carry the right to receive, against payment, new shares of the
Company or the Company's own shares held by the Company in such a
manner that the subscription price is paid by using the subscriber's
receivables to offset the subscription price ("Convertible bonds").
The maximum number of shares to be issued is 15,000,000 whereby this
maximum number is included in the maximum number of shares noted in
the previous paragraph.

The new shares may be issued and the own shares held by the Company
conveyed either against payment or for free.

The Board of Directors may decide on a free share issue also to the
Company itself. The number of shares to be issued to the Company
shall not exceed 10,000,000  including the number of own shares
acquired by the Company by virtue of the authorization to repurchase
the Company's own shares.

The new shares and the own shares held by the Company may be issued
to the Company's shareholders in proportion to their present holding;
or by means of a directed issue, waiving the pre-emptive subscription
rights of the shareholders, if there is a weighty financial reason
for the Company to do so, such as to develop the capital structure of
the Company or to finance or carry out future acquisitions,
investments or other arrangements related to the Company's business
or as part of the Company's incentive program. The directed issue can
be for free only if there is an especially weighty financial reason
for the Company to do so, taking the interests of all shareholders
into account.

The subscription price of new shares issued shall be recorded in the
invested unrestricted equity fund. The consideration paid for the
conveyance of the Company's own shares shall be recorded in the
invested unrestricted equity fund.

The Board of Directors shall decide on other matters related to the
share issues.

The share issue authorization is valid until April 30, 2012, and it
revokes the share issue authorization given by the Annual General
Meeting on April 2, 2008.

17.                 The Shareholder Solidium Oy's proposal to
establish a Nomination Committee

The shareholder Solidium Oy proposes that

1.                     The Annual General Meeting resolves to
establish a Nomination Committee to prepare proposals for the
following Annual General Meeting concerning the composition of the
Board of Directors and Board remuneration.

2.                     Representatives of the four biggest
shareholders are elected to the Nomination Committee and the
Committee additionally comprises as expert members the Chairman of
the Board of Directors as well as one member who is appointed by the
Board of Directors from among its members  who is independent of
significant shareholders.

                                            The right to appoint
members representing shareholders is held by the four shareholders
who on November 2 prior to the Annual General Meeting hold the
biggest part of all votes in the Company. Should a shareholder choose
not to use his right to appoint, the right to appoint is transferred
to the next biggest shareholder. The biggest shareholders are
determined on the basis of the ownership information registered in
the book-entry system. However, the holdings of a shareholder who,
according to the Finnish Securities Markets Act is obliged to report
certain changes in holdings (shareholder with a disclosure
obligation), e.g. holdings spread over several funds, are added
together if the shareholder notifies the Company's Board of Directors
in writing of such demand by October 30, 2009 at the latest.

3.                   The Nomination Committee is convened by the
Chairman of the Board of   Directors, and the Committee elects a
chairman from among its members.

4.                   The Nomination Committee shall present its
proposal to the Company's Board of Directors no later than February 1
prior to the Annual General Meeting.


18.                 Closing of the meeting


B.
Documents of the Annual General Meeting

The proposals of the Board of Directors and its Audit Committee and
the Nomination Committee of the Annual General Meeting as well as
this notice are available on Metso Corporation's website at
www.metso.com. The annual report of Metso Corporation, including the
Company's financial statements, the report of the Board of Directors
and the auditor's report, is available on the above-mentioned website
no later than March 9, 2009. The proposals of the Board of Directors
and the financial statements are also available at the Annual General
Meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be
available on the above-mentioned website as from April 14, 2009.


C.
Instructions for the participants in the Annual General Meeting

1.                   The right to participate and registration

Each shareholder, who is registered on March 20, 2009 in the
shareholders' register of the Company held by Finnish Central
Securities Depository (Euroclear Finland Ltd), has the right to
participate in the Annual General Meeting. A shareholder, whose
shares are registered on his/her personal book-entry account, is
registered in the shareholders' register of the Company.

A shareholder, who wants to participate in the Annual General
Meeting, shall register for the meeting no later than March 25, 2009
by giving a prior notice of participation to the Company. The first
date of registration shall be February 27, 2009 and the notice can be
given:

a)                   on the Company's website www.metso.com;
b)                   by telephone +358 10 80 8300;
c)                   by telefax +358 20 484 3125, or
d)                   by regular mail to the address Metso
Corporation, Soili Johansson, PO Box 1220, FIN-00101 Helsinki,
Finland

In connection with the registration, a shareholder shall notify
his/her name, personal identification number / company identification
number, address, telephone number and the name of a possible
assistant, authorized representative or statutory representative. The
personal data given to Metso Corporation is used only in connection
with the Annual General Meeting and with the processing of related
registrations.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a
shareholder who is present at the Annual General Meeting has the
right to request information with respect to the matters to be
considered at the meeting.

2.                   Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting by way of
proxy representation.

A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent
the shareholder at the Annual General Meeting.

Possible proxy documents should be delivered in originals to Metso
Corporation, Soili Johansson, PO Box 1220, FIN-00101 Helsinki,
Finland before the last date for registration.

3.                   Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in
the Annual General Meeting, must be entered into the shareholders'
register of the Company on March 20, 2009, the record date of the
meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register
of the Company, the issuing of proxy documents and registration for
the Annual General Meeting from his/her custodian bank.

4.                   The total number of shares in Metso Corporation
on the date of the notice to the Annual Genaral Meeting

On this date of this notice to the Annual General Meeting February 4,
2009, the total number of shares and votes in Metso Corporation is
141,754,614. From this amount 60,841 are Company's own shares held by
the Company and which have no voting right.


Helsinki, February 4, 2009


METSO CORPORATION

THE BOARD OF DIRECTORS

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 over 29,000 employees in more than
50 countries. www.metso.com

Further information for investors, please contact:

Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel.
+358 20 484 3240
Johanna Sintonen, Vice President, Investor Relations, Metso
Corporation, tel. +358 20 484 3253


Metso Corporation

Olli Vaartimo
Executive Vice President and CFO

Kati Renvall
Vice President, Corporate Communications

Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com