Metso Corporation: Proposals from the Shareholders' Nomination Board's on the composition and remuneration of Metso's Board of Directors

The Shareholders' Nomination Board of Metso Corporation will propose to the Annual General Meeting, planned to be held on April 22, 2026, that the Board of Directors comprise nine members. The current members-Klaus Cawén, Terhi Koipijärvi, Niko Pakalén, Kari Stadigh, Anders Svensson, Eriikka Söderström, and Arja Talma-are proposed for re-election. Brian Beamish and Reima Rytsölä have announced that they are not available for re-election.

The Nomination Board further proposes the election of Matts Rosenberg and Petra Sundström as new Board members. Their resumes are attached to this release.

Additionally, the Nomination Board proposes that Kari Stadigh be re-elected as Chair of the Board and Klaus Cawén as Vice Chair.

All Board member candidates have consented to their nomination. Each has been assessed as independent of the company and its significant shareholders, except for Matts Rosenberg, who is considered independent of the company but not of a significant shareholder.

The Nomination Board proposes the following fixed annual remuneration for Board members (current remuneration in brackets):

• Chair: EUR 181,000 (EUR 176,500)
• Vice Chair: EUR 89,500 (EUR 88,300)
• Other members: EUR 72,500 (EUR 71,500)

Additional remuneration is proposed for Board members that are elected as members of the Audit & Risk Committee and the Remuneration and HR Committee (current remuneration in brackets):

• Chair of the Audit & Risk Committee: EUR 27,000 (EUR 26,300)
• Member of the Audit & Risk Committee: EUR 11,000 (EUR 10,850)
• Chair of the Remuneration and HR Committee: EUR 13,500 (EUR 13,200)  
• Member of the Remuneration and HR Committee: EUR 5,500 (EUR 5,430)

The Nomination Board proposes that, as a condition for annual remuneration, the Board members will be required, based on the Annual General Meeting's decision, to use 20% or 40% of their total fixed annual remuneration to purchase Metso shares on the market at the prevailing public trading price. The purchase will be executed within two weeks following the publication of the interim report for January 1 - March 31, 2026.

Meeting fees for the Board and its committees would remain unchanged:

• EUR 900 for meetings requiring travel within the Nordic countries
• EUR 1,800 for meetings requiring travel within a continent
• EUR 3,000 for meetings requiring intercontinental travel
• EUR 900 for meetings attended remotely

Metso's Board of Directors will include all the above proposals in the notice of the 2026 Annual General Meeting.

Metso's Shareholders' Nomination Board consists of:

• Annareetta Lumme-Timonen (Investment Director, Solidium Oy), Chair
• Philip Ahlgren (Partner, Cevian Capital AB)
• Risto Murto (President and CEO, Varma Mutual Pension Insurance Company)
• Mikko Mursula (President and CEO, Ilmarinen Mutual Pension Insurance Company)
• Kari Stadigh (Chair of Metso's Board of Directors)

The Shareholders' Nomination Board consists of representatives of the four largest registered shareholders as of August 15 each year, as well as the Chair of Metso's Board of Directors.

Kari Stadigh did not participate in decisions regarding Board member remuneration.
 

Further information:

Annareetta Lumme-Timonen, Chair of the Shareholders' Nomination Board, tel. +358 10 830 8910

Distribution:

Nasdaq Helsinki Ltd

Main media

www.metso.com

Metso is a frontrunner in sustainable technologies, end-to-end solutions and services for the aggregates, minerals processing and metals refining industries globally. We improve our customers' energy and water efficiency, increase their productivity, and reduce environmental risks with our product and service expertise. We are the partner for positive change.  

Metso is headquartered in Espoo, Finland. At the end of 2024, Metso had close to 17,000 employees in around 50 countries, and sales in 2024 were about EUR 4.9 billion. Metso is listed on Nasdaq Helsinki. 

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