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Nomination Board

Purpose and duties of the Nomination Board

The Nomination Board prepares proposals regarding the composition of the Board and remuneration to its members for the Annual General Meetings.

Metso Outotec Oyj's Shareholders' Nomination Board is a body comprised of the representatives of the Company’s major shareholders elected in accordance with its Charter, and it is responsible for preparing proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.

The Nomination Board must ensure that the Board of Directors represents a sufficient level of competence and expertise for the needs of the Company, and for this purpose to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting. The duties of the Nomination Board are set out in more detail in its Charter.

In its work, the Nomination Board must comply with all statutory and self-regulatory requirements, including the Finnish Corporate Governance Code and the stock exchange rules applicable to the Company.

Duties of the Nomination Board

The duties of the Nomination Board shall include:

  • To prepare and present to the Annual General Meeting a proposal for the remuneration of the
    members of the Board of Directors in accordance with the remuneration policy for governing bodies
  • To prepare and present to the Annual General Meeting a proposal for the number of the members
    in the Board of Directors in accordance with the articles of association
  • To prepare and present to the Annual General Meeting a proposal for the nomination of the
    members and the Chairman and the Vice Chairman of the Board of Directors
  • To seek successor candidates for the members of the Board of Directors
Charter of Metso Outotec Oyj's Shareholders' Nomination Board

Composition of Metso Outotec’s Shareholders' Nomination Board

The largest shareholders of Metso Outotec, who will nominate the members of the Shareholders’ Nomination Board in 2020, will be determined as at the registration date of the completion of Metso’s partial demerger based on the shareholders register of July 1, 2020.

Metso Outotec’s four largest registered shareholders were Solidium (14.9% of shares and votes), Cevian Capital Partners (8.5% of shares and votes), Ilmarinen Mutual Pension Insurance Company (2.7% of shares and votes) and Varma Mutual Pension Insurance Company (2.6% of shares and votes). These shareholders have nominated the following members to the Shareholders' Nomination Board:

  • Annareetta Lumme-Timonen, Investment Director, Solidium
  • Niko Pakalén, Partner, Cevian Capital Partners Ltd
  • Mikko Mursula, Deputy CEO, Ilmarinen
  • Risto Murto, President & CEO, Varma

Mikael Lilius, Chair of Metso Outotec's Board of Directors, will serve as the Shareholders’ Nomination Board's expert member. The Shareholders’ Nomination Board should provide its proposals relating to the composition of the Board and Board remuneration to the Metso Outotec Board of Directors on January 31, 2021, at the latest.