Metso Breaks Up--Extraordinary General Meeting Approves Plan
Metso Breaks into Two Companies
Metso Corporation's Extraordinary General Meeting (EGM) held in Helsinki today, October 1, 2013, approved the Board of Directors' proposed plan for partial demerger and decided to demerge Metso into two companies. Metso's Pulp, Paper and Power business will be transferred to the new company, Valmet Corporation, and Mining and Construction and Automation business will remain part of Metso. The EGM also approved the Articles of Association for Valmet Corporation, the number of members of its Board of Directors, the composition of its Board and the remuneration to be paid to Board members, and the company's Auditor and the fees payable to the Auditor, and authorized Valmet's Board to purchase Valmet shares and decide on share issues. The EGM also approved the number of members of Metso's Board, the composition of the Board, and the remuneration to be paid to Board members following the completion of the demerger. The decisions of the EGM will be effective as of the registration date for the completion of the demerger, which is expected to be December 31, 2013, when the terms of office of the new Boards of Directors will also start.
Approval of the demerger plan and the demerger of Metso into two companies
The EGM approved the plan for partial demerger and Metso's demerger into two companies. Under the demerger plan, all of Metso's assets, debts, and liabilities relating to Metso's Pulp, Paper and Power business will be transferred to the new company, Valmet Corporation, that will be formed in the demerger. Metso's Mining and Construction business and Automation business will remain part of Metso. Following the demerger, Valmet will be a separate and independent public listed company. The planned registration date for the completion of the demerger is December 31, 2013.
As part of the demerger decision, the EGM approved Valmet's Articles of Association and decided to reduce Metso's share capital by an amount equivalent to Valmet's share capital, in other words by EUR 100,000,000, to EUR 140,982,843.80. The capital represented by the reduction in Metso's share capital will used to distribute funds to Valmet.
Composition and remuneration of Valmet's Board of Directors
In accordance with the proposal, the EGM approved the election of the Chairman, Vice Chairman, and five other members of Valmet's Board of Directors. Jukka Viinanen was elected Chairman of the Board, Mikael von Frenckell as Vice Chairman, and the following as Board members: Erkki Pehu-Lehtonen, Pia Rudengren, Friederike Helfer, Pekka Lundmark, and Rogério Ziviani. The Board's term of office will last until Valmet's next Annual General Meeting (AGM). The directorship in Metso of Jukka Viinanen, Mikael von Frenckell, Erkki Pehu-Lehtonen and Pia Rudengren will end if the completion of the demerger is registered.
The EGM approved the following remuneration for the Board until Valmet's Annual General Meeting: EUR 25,000 for the Chairman, EUR 15,000 for the Vice Chairman and the Chairman of the Audit Committee, and EUR 12,000 for members. No remuneration for the above-mentioned term will be paid by Valmet in respect of the directorship in Valmet to those current members of the Board of Metso, who were elected to the Board of Valmet, since the remuneration of the current members of the Board of Metso has already been paid in full for their current term. In addition, a meeting fee of EUR 700 will be paid to members resident in the Nordic countries, EUR 1,400 to members resident elsewhere in Europe, and EUR 2,800 to members resident outside of Europe for each meeting they attend.
Selection of Valmet Corporation's Auditor and payment of auditor fees
Authorized Public Accountant Ernst & Young Oy was selected as Valmet's Auditor. The fees payable to the Auditor will be in accordance with the invoice approved by the Audit Committee. The Auditor's term of office will end at the Annual General Meeting. Composition and remuneration of Metso's Board of Directors In accordance with the proposal, the EGM approved the election of the Chairman, Vice Chairman, and three new members of Metso's Board. Mikael Lilius was elected Chairman of the Board and Christer Gardell as Vice Chairman. In addition, Ozey K. Horton, Jr. and Eeva Sipilä continue as members, and the following were elected as new members: Wilson Nélio Brumer, Lars Josefsson, and Nina Kopola. The changes in the number of the members and composition of the Board, and in the remuneration paid to them, will come into force as of the registration of the completion of the demerger. The term of office of Board members will last until the end of Metso's next AGM.
The EGM approved the following remuneration for the Board until Metso's next AGM: EUR 25,000 for the Chairman, EUR 15,000 for the Vice Chairman and the Chairman of the Audit Committee, and EUR 12,000 for new members. Remuneration already paid for the corresponding part of the current term to the members of the Board who will continue in the Board will be subtracted from this remuneration. The meeting fees payable to Board members will be paid in accordance with the decision taken at Metso's AGM held on March 28, 2013.
Valmet's Board of Directors authorized to decide the purchase of Valmet shares
The EGM authorized Valmet's Board of Directors to decide the purchase of Valmet shares. The authorization granted to Valmet's Board covers a maximum of 10,000,000 Valmet shares, which must be purchased using the company's unrestricted equity at a price formed in public trading on the date of the purchase. Shares can be purchased otherwise than in proportion to shareholders' holdings.
The authorization will remain in force until June 30, 2014.
Valmet's Board of Directors authorized to issue shares and given other authorities
The EGM also authorized Valmet's Board of Directors to make a share issue. The Board will be authorized to issue a maximum of 15,000,000 new shares and convey a maximum of 10,000,000 Valmet shares already held by the company.
The authorization will remain in force until June 30, 2014.
The minutes of the Extraordinary General Meeting will be available on Metso's website at www.metso.com no later than October 15, 2013.