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Articles of Association

 

1 §  Business name and domicile

 The business name of the Company is Metso Outotec Oyj in Finnish and Metso Outotec Corporation in English. The domicile of the Company is Helsinki.

 2 §  Line of business

The Company’s line of business is to carry on, by itself or through its subsidiaries, the design, manufacture and construction of and trade in methods, machinery, devices, equipment, spare parts and production facilities for the mining, ore cleaning, metallurgical and other processing industry, metals forming technology, materials technology, energy technology and environmental protection, the production and sale of technical design, project services and research and product development services for the processing industry, energy technology and environmental protection, including any industrial and commercial operations and the sale of business management and consultancy services as well as sale and manufacture of spare parts and offer of maintenance services based on or relating to these activities or know-how acquired in this sphere of activities. The Company may own and control domestic and foreign securities, raise and grant loans, grant securities and give its property in pledge. Within the limits of its field of activity, the Company may establish domestic or international companies and consortiums.

3 §  Book-entry system

The shares of the Company are registered in the book-entry system.

4 §  Board of Directors

The Board of Directors consists of at least five and no more than ten members of the Board of Directors. The Chairman and the Vice Chairman of the Board of Directors shall be elected by the General Meeting.

The term of office for a member of the Board of Directors begins as of the General Meeting in which the member of the Board of Directors has been elected and expires at the conclusion of the first Annual General Meeting following the election.

5 §  President and CEO and Deputy President and CEOs

The Board of Directors shall elect the President and CEO and may elect one or more Deputy President and CEOs.

6 §  Representation right

The right to represent the Company shall be vested with the Chairman of the Board of Directors, a member of the Board of Directors and the President and CEO, two together, and with the persons given the right by the Board of Directors to represent the Company, two together, or with each one separately together with the Chairman of the Board of Directors, a member of the Board of Directors, or together with the President and CEO.

7 §  Financial year

The Company’s financial year is a calendar year.

8 §  Auditor

The Company has one (1) auditor. The auditor shall be an audit firm approved by the Patent and Registration Office with an authorized public accountant as the auditor in charge. The term of office of the auditor expires at the end of the Annual General Meeting following the election.

9 §  Notice to convene a meeting

The Board of Directors shall issue a notice to convene the General Meetings of Shareholders by publishing the notice in one or more daily newspapers with a wide circulation, or on the Company’s website no earlier than three (3) months before the last day for advance notice under Article 10 and at the latest three (3) weeks before the General Meeting, but in any case, at least nine (9) days before the record date of the General Meeting, as referred to in the Finnish Companies Act.

10 §  Time and place of the meeting and advance notice

In order to attend the General Meeting a shareholder shall give an advance notice to the Company prior to the end of the advance notice period set out in the notice convening the meeting. The last day for advance notice may be assigned to be no earlier than ten days before the meeting and it may not be assigned to be on a Sunday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve or any other public holiday. The General Meeting may be held in the domicile of the Company, Espoo or Vantaa.

11 §  Annual General Meeting

At the Annual General Meeting, the following shall be:

presented:

  1. the Financial Statements of the Company, which also include the Financial Statements of the Group, and the report of the Board of Directors; and
  2. the Auditor’s reports concerning the Company and the Group;

 resolved:

  1. approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
  2. any measures justified by the profit indicated by the confirmed balance sheet, as well as the date at which any possible dividend is payable to the shareholders;
  3. releasing the members of the Board of Directors and the President and CEO from liability; 6. the number of members of the Board of Directors;
  4. the remuneration of the Chairman, Vice Chairman and other members of the Board of Directors as well as the Auditor;
  5. any other matters submitted to the General Meeting by the Board of Directors, Auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting; and
  6. any other matters specified in the notice convening the meeting; and

elected:

  1. the Chairman, Vice Chairman and other necessary members of the Board of Directors; and
  2. Auditor.