Metso Outotec Investors Governance Annual General Meeting

Annual General Meeting

The supreme decision-making body

In accordance with the Finnish Companies Act, the Annual General Meeting of Shareholders is the highest decision-making body of Metso Outotec Corporation.

Main tasks of the Annual General Meeting of Shareholders (AGM)

The Finnish Companies Act provides that certain important decisions, such as amendments to the Articles of Association, approval of the Financial Statements, increasing or decreasing the share capital, and decisions on dividends as well as the election of the Board of Directors and the auditor of the company, are the exclusive domain of the AGM.

The Annual General Meeting of Shareholders is held once a year before the end of June. It decides on matters stipulated in the Finnish Companies Act and the Articles of Association.

Its main tasks are:

  • Adopting the financial statements
  • Deciding on the use of the profit shown on the balance sheet
  • Deciding the number of the members of the Board
  • Electing the Chair, Vice Chair and members of the Board, and deciding on their remuneration
  • Discharging the members of the Board and the President and CEO from liability
  • Electing the Auditor
  • Deciding on any other proposals made by the Board, Auditor or a shareholder (e.g. amendments to the Articles of Association, the repurchase of the company’s own shares, share issues, or special authorizations); or any other matters specified in the notice to the meeting.

We publish notice of an Annual General Meeting no more than three months and no less than three weeks before the meeting on the company’s website or in one or more widely circulated newspapers, or we deliver it directly to shareholders when required by law. Additionally, we publish the meeting notice as a stock exchange release immediately after the Board has decided to convene the Annual General Meeting. The agenda, decision-making proposals and meeting documents for the Annual General Meeting are available on our website at least three weeks prior to the meeting.

All shareholders registered by the record date in the company's list of shareholders maintained by Euroclear Finland Ltd have the right to attend the Annual General Meeting. Each share entitles the holders to one vote. Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough that the issue can be included in the meeting notice. On our website, we announce the date by which a shareholder must notify the Board of an issue to be added to the Annual General Meeting agenda.

Decisions are primarily made by a simple majority of votes. Such decisions include approving the financial statements, payment of dividends, election of Board members and auditors and their remuneration, and discharging the members of the Board and the President and CEO from liability.

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