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
www.mogroup.com
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 (https://www.mogroup.com/), twitter.com/metsooutotec