Notice to the Annual General Meeting

Notice to the Annual General Meeting

Metso Corporation's stock exchange release on February 4, 2016 at 9:15 a.m. EET

Notice is given to the shareholders of Metso Corporation to the Annual General Meeting to be held on Monday, March 21, 2016 at 14.00 o'clock at Finlandia Hall at the address Mannerheimintie 13 e, entrance M4/K4, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 13.00 o'clock.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for the year 2015

- Review by the CEO

7. Adoption of the Financial Statements and the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Company's distributable funds on December 31, 2015, totaled EUR 917,679,762.79, of which the net profit for 2015 was EUR 543,811,588.67.

The Board of Directors proposes that a dividend of EUR 1.05 per share be paid based on the balance sheet to be adopted for the financial year, which ended December 31, 2015 and the remaining part of the profit be retained and carried further in the Company's unrestricted equity.

The dividend shall be paid to shareholders who on the dividend record date March 23, 2016 are registered in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on April 1, 2016. All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company on the dividend record date.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of members of the Board of Directors

The Nomination Board proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2017 will be paid the same fixed annual remuneration as in the previous term as follows: to the Chairman of the Board of Directors EUR 110,000; to the Vice-Chairman of the Board of Directors EUR 62,000; to the other members of the Board of Directors EUR 50,000 each; to the member of the Board of Directors to be elected in the position of Chairman of the Audit Committee an additional remuneration of EUR 15,000; and to the member of the Board of Directors to be elected in the position of Chairman of the HR and Remuneration Committee an additional remuneration of EUR 5,000. The Nomination Board proposes that the meeting fees remain the same as in the previous term, that is, for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 will be paid to the members of the Board of Directors that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board of Directors that reside in other European countries and a fee of EUR 2,800 will be paid to the members of the Board of Directors that reside outside Europe. The Nomination Board furthermore proposes that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the General Meeting's decision, to use 40% of the fixed total annual remuneration for purchasing Metso Corporation's shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2016 to March 31, 2016.