Metso Corporation - Notice to general meeting

Notice to the Annual General Meeting of Metso Corporation

Metso Corporation's stock exchange release on February 13, 2025, at 9:05 a.m.
EET

Notice to the Annual General Meeting of Metso Corporation

Notice is given to the shareholders of Metso Corporation (“Metso” or the
“Company”) to the Annual General Meeting (the “General Meeting”) to be held on
Thursday, April 24, 2025, at 2.00 p.m. (EEST) at Finlandia Hall (Veranda 2 Hall)
at the address Mannerheimintie 13 e, Helsinki, Finland. The entrance to
Finlandia Hall is from Mannerheimintie side. The reception of attendees who have
registered for the General Meeting and the distribution of voting tickets will
commence at the meeting venue at 1.00 p.m. (EEST).

Shareholders may also exercise their voting rights by voting in advance.
Instructions for advance voting are provided in Section C “Instructions for the
participants in the General Meeting” of this notice. Shareholders, who are
registered for the General Meeting, may also follow the meeting via webcast.
Instructions for following the webcast will be available on the Company's
website at www.metso.com/agm before the General Meeting. It is not possible to
ask questions, make counterproposals, otherwise speak, or vote via webcast, and
following the meeting via webcast is not considered participation in the General
Meeting or exercise of the shareholders rights.

 A. Matters on the agenda of the General Meeting

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

 1. Opening of the meeting
 2. Calling the meeting to order
 3. Election of the person to scrutinize the minutes and to supervise the
counting of votes
 4. Recording the legality of the meeting
 5. Recording the attendance at the meeting and adoption of the list of votes
 6. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the financial year January 1 - December
31, 2024

Review by the President and CEO.

The Company's annual report 2024 will include the Company's financial
statements, the report of the Board of Directors (including the sustainability
report) and the auditor's report (including the sustainability assurance
report), and it will be made available on the Company's website at
www.metso.com/agm on March 28, 2025, at the latest.

 7. Adoption of the 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 to the General Meeting that a dividend of EUR
0.38 per share (in the aggregate approximately EUR 314 million based on the
total number of outstanding shares of the Company at the time of the proposal)
be paid based on the balance sheet to be adopted for the financial year January
1 - December 31, 2024, and that the remaining part of the profit for the
financial year be retained and carried further in unrestricted equity.

The dividend shall be paid in two instalments as follows:

  · The first dividend instalment of EUR 0.19 per share shall be paid to the
shareholders who are registered as shareholders in the Company's register of
shareholders as maintained by Euroclear Finland Oy on the dividend record date,
April 28, 2025. The Board of Directors proposes that the first dividend
instalment be paid on May 6, 2025.
  · The second dividend instalment of EUR 0.19 per share shall be paid in
October 2025 to the shareholders who are registered as shareholders in the
Company's register of shareholders as maintained by Euroclear Finland Oy on the
dividend record date. The Board of Directors shall resolve on the dividend
record date and the date of payment of the second dividend instalment in its
meeting agreed to be held on October 22, 2025. Based on the current rules of the
Finnish book-entry system, the dividend record date would be October 24, 2025,
and the date of payment October 31, 2025.

All the shares in the Company are entitled to a dividend with the exception of
own shares held by the Company on the relevant dividend record date.

 9. Resolution on the discharge of the members of the Board of Directors and the
President and CEOs from liability for the financial year January 1 - December
31, 2024
10. Adoption of the Company's remuneration policy for governing bodies

The Board of Directors proposes to the General Meeting that it adopts, through
an advisory resolution, the Company's remuneration report for governing bodies
for the year 2024.

The Company's remuneration report for governing bodies will be published by a
stock exchange release and will also be made available on the Company's website
at www.metso.com/agm no later than on March 28, 2025.

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

The Shareholders' Nomination Board proposes to the General Meeting that the
members of the Board of Directors and such Board members who will be elected to
the committees of the Board be paid a fixed annual remuneration as follows: EUR
176,500 for the Chair of the Board of Directors (previously EUR 171,000), EUR
88,300 for the Vice Chair of the Board of Directors (previously EUR 87,000) and
EUR 71,500 for the other members of the Board of Directors each (previously EUR
70,500), as well as an additional EUR 26,300 for the Chair of the Audit and Risk
Committee (previously EUR 25,500), an additional EUR 10,850 for the other
members of the Audit and Risk Committee each (previously EUR 10,700), an
additional EUR 13,200 for the Chair of the Remuneration and HR Committee
(previously EUR 13,000), and an additional EUR 5,430 for the other members of
the Remuneration and HR Committee each (previously EUR 5,350).

The Shareholders' Nomination Board proposes to the General Meeting that, as a
condition for the annual remuneration, the Board members be obliged, directly
based on the General Meeting's decision, to use 20 or 40 percent of their fixed
total annual remuneration for purchasing Metso shares from the market at a price
formed in public trading, and that the purchase be carried out within two weeks
from the publication of the interim report for January 1 - March 31, 2025 on
April 24, 2025.

The Shareholders' Nomination Board further proposes to the General Meeting that
the members of the Board of Directors be paid the same meeting fees for
attending the meetings of the Board and its committees 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, and EUR 900 for meetings with remote attendance.

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

The Shareholders' Nomination Board proposes to the General Meeting that the
number of members of the Board of Directors shall be nine (9) (last year: nine
(9)).

However, should any number of the candidates proposed by the Shareholders'
Nomination Board for any reason not be available for election to the Board of
Directors at the General Meeting, the proposed number of members shall be
decreased accordingly.

13. Election of members and Chair as well as Vice Chair of the Board of
Directors

The Shareholders' Nomination Board proposes to the General Meeting that the
following current members of the Board of Directors be re-elected as Board
members for the term ending at the closing of the Annual General Meeting 2026:
Brian Beamish, Klaus Cawén, Terhi Koipijärvi, Niko Pakalén, Reima Rytsölä, Kari
Stadigh and Arja Talma. Ian W. Pearce and Emanuela Speranza have announced that
they are not available for re-election. The Shareholder's Nomination Board
proposes that Anders Svensson and Eriikka Söderström be elected as new Board
members for the term ending at the closing of the Annual General Meeting 2026.

The Shareholders' Nomination Board further proposes that the General Meeting
resolves to re-elect Kari Stadigh as the Chair of the Board of Directors and
Klaus Cawén as the Vice Chair of the Board of Directors for the term ending at
the closing of the Annual General Meeting 2026.

With regard to the procedure for the selection of the members of the Board of
Directors, the Shareholders' Nomination Board recommends that the shareholders
give their view on the proposal as a whole at the General Meeting.

All the 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. More information on the nominees is
available on the Company's website at www.metso.com/agm.

Should any of the candidates presented above for any reason not be available for
election to the Board of Directors at the General Meeting, the remaining
available candidates are proposed to be elected in accordance with the proposal
by the Shareholders' Nomination Board.

14. Resolution on the remuneration of the auditor

On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the General Meeting that the auditor's fees be paid according to the
invoice approved by the Company.

15. Election of the auditor

On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the General Meeting that authorized public accountants Ernst & Young
Oy be re-elected as the Company's auditor for a term ending at the closing of
the Annual General Meeting 2026. Ernst & Young Oy has announced that Toni
Halonen, APA, would be appointed as the principally responsible auditor.

16. Resolution on the remuneration of the sustainability reporting assurance
provider

On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the General Meeting that the sustainability reporting assurance
provider's fees be paid according to the invoice approved by the Company.

17. Election of the sustainability reporting assurance provider

On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the General Meeting that authorized sustainability audit firm Ernst
& Young Oy be re-elected as the Company's sustainability reporting assurance
provider for a term ending at the closing of the Annual General Meeting 2026.
Ernst & Young Oy has announced that Toni Halonen, ASA, would be appointed as the
principally responsible authorized sustainability auditor.

18. Amendment of Articles 8 and 11 of the Articles of Association

The Board of Directors proposes that Article 8 of the Articles of Association be
amended to include appointment and term of office of the sustainability
reporting assurance provider. In its amended form, said provision of the
Articles of Association would read as follows:

“8 § Auditor and sustainability reporting assurance provider

The Company has one (1) auditor. The auditor shall be an audit firm approved by
the Patent and Registration Office with an authorized public accountant as the
auditor in charge. The company has one (1) sustainability reporting assurance
provider which shall be an authorised sustainability audit firm, and the
principally responsible sustainability reporting assurance provider designated
by it shall be an authorised sustainability auditor (ASA).

The term of office of the auditor and the sustainability reporting assurance
provider expires at the end of the Annual General Meeting following the
election.”

In addition, the Board of Directors proposes that Article 11 of the Articles of
Association be amended to include resolving upon the election of the
sustainability reporting assurance provider and their remuneration, in addition
to the items currently included in Article 11. In its amended form, said
provision of the Articles of Association would read as follows:

“11 § Annual General Meeting

At the Annual General Meeting, the following shall be:

presented:

 1. the Financial Statements of the Company, which also include the Financial
Statements of the Group, and the report of the Board of Directors; and
 2. the Auditor's reports concerning the Company and the Group;

 resolved:

 3. approval of the Financial Statements of the Company, which also include the
approval of the Financial Statements of the Group;
 4. any measures justified by the profit indicated by the confirmed balance
sheet, as well as the date at which any possible dividend is payable to the
shareholders;
 5. releasing the members of the Board of Directors and the President and CEO
from liability;
 6. the number of members of the Board of Directors;
 7. the remuneration of the Chairman, Vice Chairman and other members of the
Board of Directors, the Auditor and the sustainability reporting assurance
provider;
 8. any other matters submitted to the General Meeting by the Board of
Directors, Auditor or shareholders sufficiently in advance so that the matter
can be included in the notice convening the meeting; and
 9. any other matters specified in the notice convening the meeting; and

elected:

10. the Chairman, Vice Chairman and other necessary members of the Board of
Directors;
11. Auditor; and
12. sustainability reporting assurance provider.”

19. Authorizing the Board of Directors to resolve on the repurchase of the
Company's own shares

The Board of Directors proposes that the General Meeting authorizes the Board of
Directors to resolve on the repurchase of an aggregate maximum of 82,000,000 of
the Company's own shares. The proposed amount of shares corresponds to
approximately 9.9 percent of all the current shares of the Company. However, the
Company together with its subsidiaries cannot at any moment own more than 10
percent of all the shares of the Company.

Own shares may be repurchased on the basis of this authorization only by using
unrestricted equity. Own shares can be repurchased at a price formed in trading
on regulated market on the date of the repurchase or otherwise at a price formed
on the market. The Board of Directors is entitled to resolve how shares are
repurchased. Own shares may be repurchased otherwise than in proportion to the
shares held by the shareholders (directed repurchase).

The authorization shall be in force until the closing of the Annual General
Meeting 2026.

20. Authorizing the Board of Directors to resolve on the issuance of shares and
the issuance of special rights entitling to shares

The Board of Directors proposes that the General Meeting authorizes the Board of
Directors to resolve on the issuance of shares and the issuance of special
rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish
Limited Liability Companies Act as follows: The number of shares to be issued on
the basis of this authorization shall not exceed an aggregate maximum of
82,000,000 shares, which corresponds to approximately 9.9 percent of all the
current shares of the Company.

The Board of Directors is entitled to resolve on all terms of the issuance of
shares and of special rights entitling to shares and it is entitled to deviate
from the shareholders' pre-emptive subscription rights (directed issue). This
authorization applies to both the issuance of new shares and the conveyance of
own shares held by the Company.

The authorization shall be in force until the closing of the Annual General
Meeting 2026.

21. Authorizing the Board of Directors to resolve on donations

The Board of Directors proposes that the General Meeting authorizes the Board of
Directors to resolve on donations in the aggregate maximum amount of EUR 350,000
for charitable or corresponding purposes. The donations can be made in one or
more instalments. The Board of Directors may resolve on the beneficiaries and
the amount of each donation. The authorization shall be in force until the
closing of the next General Meeting.

22. Closing of the meeting

 B. Documents of the General Meeting

This notice, which contains all proposals for the resolutions on the matters on
the agenda of the General Meeting is available on Metso's website at
www.metso.com/agm. Metso's remuneration report as well as the annual report
2024, including the financial statements, the report of the Board of Directors
(including the sustainability report) and the auditor's report (including the
sustainability assurance report), will be available on the above-mentioned
website no later than as from March 28, 2025, onwards. The proposals for
resolutions and the other above-mentioned documents are also available at the
General Meeting. Copies of these documents and of this notice shall be sent to
shareholders upon request. The minutes of the General Meeting will be available
on the above-mentioned website no later than as from May 8, 2025, onwards.

 C. Instructions for the participants in the General Meeting

 1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date of the General Meeting, on
April 10, 2025, in the Company's shareholders' register held by Euroclear
Finland Oy, has the right to participate in the General Meeting. A shareholder,
whose shares are registered on their personal Finnish book-entry account, is
registered in the Company's shareholders' register.

A shareholder, who is registered in the Company's shareholders' register and who
wants to participate in the General Meeting at the meeting venue, must register
for the meeting no later than on April 15, 2025, at 10.00 a.m. (EEST) by giving
a prior notice of participation. The notice must be received by the Company (or
Innovatics Ltd) before the end of the above-mentioned registration period.
Registration for the General Meeting and advance voting will commence on
February 19, 2025, at 9.00 a.m. (EET). The registration can be done in the
following ways:

a) on Metso's website at www.metso.com/agm,

Electronic registration requires strong electronic identification of the
shareholder or their legal representative or proxy representative with personal
online banking codes or a mobile certificate. If shareholders use Suomi.fi
-authorizations, registration requires the authorized person's strong electronic
authentication with online banking codes or a mobile certificate.

b) by email to agm@innovatics.fi,

c) by telephone to +358 10 2818 909 from Monday to Friday between 9.00-12.00
a.m. and 13.00-16.00 p.m. (EET), or

When registering by telephone, a shareholder cannot vote in advance.

d) by regular mail to Innovatics Ltd, AGM/Metso Corporation, Ratamestarinkatu 13
A, 00520 Helsinki, Finland.

In connection with the registration, at least the following information is
requested: the shareholder's name, date of birth/business ID, contact details,
the name of any proxy representative or assistant as well as the date of birth
and telephone number and/or e-mail address of the proxy representative. The
personal data given to Metso or to Innovatics Ltd by shareholders and proxy
representatives is only used in connection with the General Meeting and with the
processing of related necessary registrations. For further information on how
Metso processes personal data, please review Metso's privacy notice regarding
the General Meeting, which will be available at www.metso.com/agm.

The shareholder, their legal representative or proxy representative must be able
to prove their identity and/or right of representation at the meeting venue.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Ltd
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m.
to 4:00 p.m.

 2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which the shareholder on the
record date of the General Meeting, on April 10, 2025, would be entitled to be
registered in the Company's shareholders' register held by Euroclear Finland Oy.
The right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Oy at the latest by April 17,
2025, at 10.00 a.m. (EEST). With regard to nominee-registered shares, this
constitutes due registration for the General Meeting. Changes in shareholding
after the record date of the General Meeting do not affect the right to
participate in the meeting or the number of voting rights held by a shareholder.

A holder of nominee-registered shares is advised to request necessary
instructions regarding the registration in the Company's temporary shareholders'
register, the issuing of proxy documents, registration for the General Meeting
and advance voting from the shareholder's custodian bank without delay. The
account management organization of the custodian bank must register a holder of
nominee-registered shares, who wishes to participate in the General Meeting, in
the Company's temporary shareholders' register within the above-mentioned
registration period applicable to nominee-registered shares. If necessary, the
account management organization of the custodian bank shall also take care of
the voting in advance on behalf of the holders of nominee-registered shares
within the registration period applicable to nominee-registered shares, i.e. by
April 17, 2025, at 10:00 a.m. (EEST) at the latest. For the sake of clarity, it
is noted that holders of nominee-registered shares cannot directly register for
the General Meeting on the Company's website but must register via their
custodian bank instead.

Further information will also be available on the Company's website at
www.metso.com/agm.

 3. Proxy representatives and powers of attorney

A shareholder may participate and make use of their rights as a shareholder at
the General Meeting by proxy. The proxy representative may also choose to vote
in advance in the manner set out in this notice. The electronic registration and
advance voting on behalf of a shareholder requires secured strong
authentication; the proxy representative can register and vote on behalf of the
shareholder by logging in with their online banking codes or a mobile
certificate.

Proxy representative of the shareholder shall present a dated proxy document or
otherwise in a reliable manner demonstrate their right to represent the
shareholder. Statutory right of representation may be demonstrated by using the
Suomi.fi e-Authorization service which is in use in the online registration
service. If a shareholder participates in the General Meeting by means of
several proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares, by which each proxy representative
represents the shareholder, shall be identified in connection with the
registration for the General Meeting.

Proxy and voting instruction templates will be available on the Company's
website at www.metso.com/agm no later than as from February 19, 2025, onwards.
Possible proxy documents are to be delivered primarily as an attachment in
connection with the electronic registration or alternatively by email to
agm@innovatics.fi or as originals by mail to the address Innovatics Ltd,
AGM/Metso Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the
end of the registration and advance voting period, i.e. before April 15, 2025 at
10.00 a.m. (EEST), by which time the proxy documents must have been received. In
addition to delivering the proxy authorization documents, shareholders or their
proxy representatives shall see to registration for the General Meeting in the
manner set out above in this notice.

 4. Advance voting

A shareholder whose shares are registered on the shareholder's Finnish book
-entry account may vote in advance on certain agenda items of the General
Meeting during the period from February 19, 2025, at 9.00 a.m. (EET) until April
15, 2025, at 10.00 a.m. (EEST), by the following means:

a) on Metso's website at www.metso.com/agm

Online voting requires strong electronic identification of the shareholder or
their legal representative or proxy representative with personal online banking
codes or a mobile certificate. If shareholders use Suomi.fi-authorizations,
advance voting requires the authorized person's strong electronic authentication
with online banking codes or a mobile certificate. The terms and other
instructions concerning the electronic voting are available on the Company's
website www.metso.com/agm.

b) by regular mail or email

Shareholders can also submit the advance voting form, which is available on the
Company's website at www.metso.com/agm on February 19, 2025, at 9.00 a.m. (EET)
or corresponding information by mail to Innovatics Ltd to the address AGM/Metso
Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to
agm@innovatics.fi.

The advance votes must be received prior to the expiry of the advance voting
period. In addition to voting in advance, shareholders who wish to participate
in the General Meeting at the meeting place must ensure that they have
registered for the General Meeting prior to the end of the registration period.

A shareholder who has voted in advance cannot use their right to request
information under the Finnish Companies Act or their right to request a vote at
the General Meeting nor vote on a possible counterproposal unless the
shareholder participates in the General Meeting in person or by way of proxy
representation at the meeting venue.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may cast advance votes on behalf of the
holders of nominee-registered shares in accordance with the voting instructions
provided by the holders of nominee-registered shares during the registration
period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented
unchanged to the General Meeting. The terms and conditions as well as other
instructions related to the electronic advance voting are also available on the
Company's website www.metso.com/agm.

 5. Other instructions and information

The Company will arrange an opportunity for registered shareholders to follow
the meeting online via webcast. Following the webcast requires registration for
the General Meeting pursuant to Section C.1 above. Following the meeting via the
webcast is possible only for shareholders who are registered in the
shareholders' register of the Company held by Euroclear Finland Oy on the record
date of the General Meeting and who have registered for the General Meeting or
to follow the meeting prior to the end of the registration period. A video link
and password to follow the meeting via webcast will be sent the day before the
meeting by e-mail and/or text message to the e-mail address and/or telephone
number provided in connection with the registration for the General Meeting to
all shareholders who have registered for the General Meeting or to follow the
meeting.

Instructions for following the webcast will be available on the Company's
website www.metso.com/agm before the General Meeting. Following the meeting via
webcast is not considered participating in the General Meeting, and it is not
possible for the shareholders to exercise their shareholder rights in the
General Meeting via webcast. Shareholders that wish to follow the webcast can
exercise their voting rights by voting on the matter on the agenda in advance in
accordance with the instructions provided above.

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

Changes in share ownership after the record date of the General Meeting do not
affect the right to participate in the General Meeting or a shareholder's number
of votes at the General Meeting.

On the date of this notice, February 13, 2025, the total number of shares in
Metso is 828,972,440, which equals 828,972,440 votes.

In Helsinki, on February 13, 2025

Metso Corporation

Board of Directors

Further information:

Nina Kiviranta, General Counsel, Metso Corporation, tel. +358 20 529 2017

Juha Rouhiainen, Vice President, Investor Relations, Metso Corporation, tel.
+358 20 484 3253

Metso Corporation

Distribution:

Nasdaq Helsinki Ltd

Main media

www.metso.com

Metso is a frontrunner in sustainable technologies, end-to-end solutions and
services for the aggregates, minerals processing and metals refining industries
globally. We improve our customers' energy and water efficiency, increase their
productivity, and reduce environmental risks with our product and service
expertise. We are the partner for positive change.

Metso is headquartered in Espoo, Finland. At the end of 2024 Metso had close to
17,000 employees in around 50 countries, and sales in 2024 were about EUR 4.8
billion. Metso is listed on the Nasdaq Helsinki. metso.com