Invitation to the Annual General Meeting - Seite 2

11. Resolution on the number of members of the Board of Directors

The Nomination Board of the General Meeting proposes that the number of members of the Board of Directors shall be eight.

12. Election of members of the Board of Directors

The Nomination Board of the General Meeting proposes that the following individuals be re-elected members of the Board of Directors: Mr. Jukka Viinanen, Mr. Mikael von Frenckell, Mr. Christer Gardell, Mr. Ozey K. Horton, Jr., Mr. Erkki Pehu-Lehtonen, Ms. Pia Rudengren and Ms. Eeva Sipilä. The Nomination Board of the General Meeting further proposes that Mr. Mikael Lilius be elected as a new member of the Board of Directors. Mr. Jukka Viinanen is proposed to be elected as Chairman of the Board of Directors and Mr. Mikael von Frenckell as Vice-Chairman of the Board of Directors. According to Section 4 of the Articles of Association the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.

Mr. Mikael Lilius, B.Sc. (Econ), born 1949, is the Chairman of the Board of Directors of Wärtsilä Corporation (since 2011, Board member since 2010), the Chairman of the Board of Directors of Huhtamäki Oyj (since 2005, Board member 1999-2004), the Chairman of the Board of Directors of AMBEA AB (since 2011) and a member of the Board of Directors of Aker Solutions A/S (since 2009) and Evli Bank Ltd (since 2010). Mr. Lilius has been the President and CEO of Fortum Oyj in 2000-2009, the President and CEO of Gambro AB in 1998-2000, the President and CEO of Incentive AB in 1991-1998, the President and CEO of KF Industri AB (Nordico) in 1989-1991 and worked in various management positions in Huhtamäki Oyj during the period 1981-1989 such as the President of the Packing Division of Huhtamäki in 1986-1989. 

Personal information and positions of trust of the proposed individuals is available on Metso's website (www.metso.com). All candidates have given their consent to the appointments.

In addition the Nomination Board of the General Meeting notes that also during the commencing term of office of the Board of Directors a personnel representative will participate as an invited expert in meetings of the Board of Directors of the Company within the limitations imposed by the Finnish Act on Personnel Representation in the Administration of Undertakings. The new Board of Directors will invite the personnel representative as its external expert in its organizing meeting after the Annual General Meeting.