Report
Expert Corporate Governance Service (ECGS)
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Metso - AGM 25 April 201

In general, Metso is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 17, the board of directors seeks authorisation to issue and/or transfer own shares. The authority to issue shares is limited to 15 million shares, whereas the transfer of own shares is limited to 10 million shares. The authorisation will remain in effect until June 30, 2020 and the board shall be entitled to waive shareholders' pre-emptive rights. In aggregate, the authority requested to issue shares is limited to 9.98% of the Company's share capital and thereby would meet ECGS' guidelines. However, ECGS notes that the authorisation includes the possibility to issue shares to the Company itself without payment. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently not clear what the future conditions will be, ECGS considers this proposal at present not to be in the best interest of all shareholders and accordingly recommends to vote OPPOSE.

There are no further peculiarities.

Underlying
Metso Corp.

Metso is a global services, products and systems provider. Co. serves its customers in mining, oil and gas as well as aggregates industries. Co. serves also some other process industries, such as pulp and paper industry. Co.'s offerings to the mining industry include grinding mills, mill linings and grinding media; as well as crushers and screens. Co.'s offerings to the aggregates industry include crushers; as well as screens, feeders and conveyors. Co.'s offerings to the oil and gas industry include control valves, on-off valves; intelligent safety valves; intelligent valve controllers and limit switches; intelligent field services; spare and wear parts; as well as performance services.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

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As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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