Notice to the Annual General Meeting of
Notice is given to the shareholders of
The Company's Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020), which entered into force on
A pre-recorded presentation by the Company's President and CEO,
The General Meeting can be followed via a video stream on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/. Following the video stream is not considered to be official participation in the General Meeting and it is not possible to ask questions or vote via the video stream during the General Meeting. After the General Meeting, the streaming will continue in the form of a separate virtual event, in which participants of the virtual event will have the possibility to ask questions from the Company representatives. These questions are not questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, which must be delivered in advance as described below. More information on the possibility to participate in the virtual event will be presented on
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
- Opening of the General Meeting
- Calling the General Meeting to Order
Attorney-at-law
- Election of a person to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the General Meeting.
The list of votes will be adopted based on information provided to
- 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, 2020
As shareholders can only participate in the General Meeting by voting in advance, the Company's annual report 2020 to be published no later than on
- Adoption of the Financial Statements
- 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
The dividend shall be paid in two instalments as follows:
- The first dividend instalment of
EUR 0.10 per share shall be paid to the shareholders who are registered as shareholders in the Company's register of shareholders as maintained byEuroclear Finland Ltd on the dividend record date,April 27, 2021 . The Board of Directors proposes that the first dividend instalment be paid onMay 4, 2021 . -
The second dividend instalment of
EUR 0.10 per share shall be paid inNovember 2021 to the shareholders who are registered as shareholders in the Company's register of shareholders as maintained byEuroclear Finland Ltd 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 onNovember 1, 2021 . Pursuant to the current rules of the Finnish book-entry system, the dividend record date would beNovember 3, 2021 and the date of paymentNovember 10, 2021 .
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.
- 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, 2020
For the sake of clarity, the resolution on the discharge from liability under this item 9 will cover each individual who, during the financial year
- Adoption of the Company's remuneration report 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.
As shareholders can only participate in the General Meeting by voting in advance, the Company's remuneration report for the Company's governing bodies for the financial year
- 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 the same fixed annual remuneration as in the previous term as follows:
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
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 attendance at each Board and committee meeting as in the previous term as follows: a fee of
- 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 seven (7) (previously: ten (10)).
- 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 members of the Board of Directors for the term ending at the closing of the Annual General Meeting 2022:
The Shareholders' Nomination Board proposes that the General Meeting resolves to elect
All the candidates have given their consent to the election, and are considered independent of
- Resolution on the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the Auditor's fees be paid according to the Auditor's reasonable invoice approved by the Company.
- Election of Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that authorized public accountants
- Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to decide 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 decide 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 2022.
- Authorizing the Board of Directors to decide 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 decide 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 decide 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 2022.
- Closing of the General 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
C. Instructions for the participants in the General Meeting
In order to limit the spread of the Covid-19 pandemic, the General Meeting will be organized without the shareholders' and their proxy representatives' presence at the General Meeting venue. Shareholders can participate in the meeting and use their shareholder rights in connection with the General Meeting by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. The General Meeting can be followed via a video stream on the Company's website at https://www.mogroup.com/corporate/investors/governance/agm/2021/. Following the video stream is not considered to be official participation in the General Meeting and it is not possible to ask questions or vote via the video stream during the General Meeting.
- Right to participate
Each shareholder who is registered on the record date of the General Meeting, on
Instructions for holders of nominee-registered shares are set out below under Section C4 "Holders of nominee-registered shares".
- Registration and voting in advance
Registration for the General Meeting and advance voting will begin on
A shareholder whose shares are registered on the shareholder's Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from
- through
Metso Outotec's website at www.mogroup.com/corporate/investors/governance/agm/2021/. The Finnish personal identity code or business ID as well as strong identification with Finnish banking codes or mobile ID is needed for electronic registration and advance voting; -
by sending the advance voting form available on the Company's website or corresponding information to
Innovatics Ltd to the addressInnovatics Oy ,AGM/Metso Outotec Corporation , Ratamestarinkatu 13 A, 00520 Helsinki by letter or by email at agm@innovatics.fi.
The advance voting form and instructions relating to the advance voting will be available on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/ no later than on
If a shareholder participates in the General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the General Meeting.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to
- Proxy representatives and powers of attorney
A shareholder may participate and make use of his or her rights as a shareholder at the General Meeting by proxy.
A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the General Meeting. The representation right can also be demonstrated by using the suomi.fi authorization service available in the electronic 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.mogroup.com/corporate/investors/governance/agm/2021/ no later than as from
If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. In addition, proxy representatives must also vote in advance in the manner described in this notice.
Further information will also be available on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/.
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
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 and registration for the General Meeting from his/her 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 registration period applicable to nominee-registered shares. 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
Further information will also be available on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/.
Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to agm@mogroup.com at the latest by
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favor of such a counterproposal will not be taken into account. The Company will publish possible counterproposals eligible for voting on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/ on
A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent in connection with the electronic registration and advance voting or by email to agm@innovatics.fi, and in each case at the latest by
Such questions by shareholders, responses to such questions by the Company's management as well as any other counterproposals than those eligible for voting will be available on the Company's website at www.mogroup.com/corporate/investors/governance/agm/2021/ on
On the date of this notice,
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.
In
Board of Directors
Further information, please contact:
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