Metso's Nomination Board's proposal for the composition and remuneration of the Board of Directors

Proposal on the composition of Board of Directors

Metso Corporation's Nomination Board proposes to the next Annual General Meeting, which will be held on March 21, 2016, that the number of members of the Board of Directors will be seven and that Mikael Lilius, Christer Gardell, Wilson Brumer, Ozey K. Horton, Jr., Lars Josefsson and Nina Kopola will be re-elected as members of the Board of Directors and further that Peter Carlsson will be elected as a new member. Mikael Lilius is proposed to be re-elected as the Chairman of the Board of Directors and Christer Gardell as the Vice-Chairman of the Board of Directors. Eeva Sipilä is not available for re-election, because of her appointment as Metso's Chief Financial Officer

Peter Carlsson (b. 1970) is M.Sc. (Economics, Production & Quality Control), Swedish citizen and currently an angel investor, advisor and entrepreneur. He is a member of the Boards of Directors of Ketra Lightning and Orbital Systems. He is Executive Advisor to Elementum, Oden Technologies and Clean Motion.  In 2011-2015, Mr. Carlsson served as Vice President, Supply Chain of Tesla Motors in California, the United States.

Proposal on Board of Directors' remuneration

The Nomination Board proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2017 will be paid the same fixed annual remuneration as in the previous term as follows: to the Chairman of the Board of Directors EUR 110,000; to the Vice-Chairman of the Board of Directors EUR 62,000; to the other members of the Board of Directors EUR 50,000 each; to the member of the Board of Directors to be elected in the position of Chairman of the Audit Committee an additional remuneration of EUR 15,000; and to the member of the Board of Directors to be elected in the position of Chairman of the HR and Remuneration Committee an additional remuneration of EUR 5,000. The Nomination Board proposes that the meeting fees remain the same as in the previous term, that is, for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 will be paid to the members of the Board of Directors that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board of Directors that reside in other European countries and a fee of EUR 2,800 will be paid to the members of the Board of Directors that reside outside Europe. The Nomination Board furthermore proposes that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the General Meeting's decision, to use 40% of the fixed total annual remuneration for purchasing Metso Corporation's 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 review for the period January 1, 2016 to March 31, 2016.  

Metso's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2016.

Personnel participation

The Nomination Board notes that, also during the commencing term of office of the Board of Directors, a personnel representative will participate as an external expert in the meetings of the Board within the limitations imposed by the Finnish law. The new Board of Directors will invite the personnel representative as its external expert in its organizing meeting after the Annual General Meeting of 2016.

The Nomination Board

The members the Nomination Board were Kari Järvinen (Managing Director, Solidium Oy), Jonas Synnergren (Partner, Cevian Capital AB), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company) and Mikael Lilius as an expert member in his capacity as the Chairman of the Board of Directors of Metso Corporation.