Metso’s demerger approved by the Extraordinary General Meeting
Metso Corporation’s Extraordinary General Meeting (EGM) held in Helsinki today, October 1, 2013, approved the Board of Directors’ proposed plan for partial demerger and decided to demerge Metso into two companies. Metso’s Pulp, Paper and Power business will be transferred to the new company, Valmet Corporation, and Mining and Construction and Automation business will remain part of Metso.
Approval of the demerger plan and the demerger of Metso into two companies
The EGM approved the plan for partial demerger and Metso’s demerger into two companies. Under the demerger plan, all of Metso’s assets, debts, and liabilities relating to Metso’s Pulp, Paper and Power business will be transferred to the new company, Valmet Corporation, that will be formed in the demerger. Metso’s Mining and Construction business and Automation business will remain part of Metso. Following the demerger, Valmet will be a separate and independent public listed company. The planned registration date for the completion of the demerger is December 31, 2013.
As part of the demerger decision, the EGM approved Valmet’s Articles of Association and decided to reduce Metso’s share capital by an amount equivalent to Valmet’s share capital, in other words by EUR 100,000,000, to EUR 140,982,843.80. The capital represented by the reduction in Metso’s share capital will used to distribute funds to Valmet.
Composition and remuneration of Valmet’s Board of Directors
In accordance with the proposal, the EGM approved the election of the Chairman, Vice Chairman, and five other members of Valmet’s Board of Directors. Jukka Viinanen was elected Chairman of the Board, Mikael von Frenckell as Vice Chairman, and the following as Board members: Erkki Pehu-Lehtonen, Pia Rudengren, Friederike Helfer, Pekka Lundmark, and Rogério Ziviani. The Board’s term of office will last until Valmet’s next Annual General Meeting (AGM). The directorship in Metso of Jukka Viinanen, Mikael von Frenckell, Erkki Pehu-Lehtonen and Pia Rudengren will end if the completion of the demerger is registered.
Authorized Public Accountant Ernst & Young Oy was selected as Valmet’s Auditor.
Composition and remuneration of Metso’s Board of Directors
In accordance with the proposal, the EGM approved the election of the Chairman, Vice Chairman, and three new members of Metso’s Board. Mikael Lilius was elected Chairman of the Board and Christer Gardell as Vice Chairman. In addition, Ozey K. Horton, Jr. and Eeva Sipilä continue as members, and the following were elected as new members: Wilson Nélio Brumer, Lars Josefsson, and Nina Kopola. The changes in the number of the members and composition of the Board, and in the remuneration paid to them, will come into force as of the registration of the completion of the demerger. The term of office of Board members will last until the end of Metso’s next AGM.
Metso is a global supplier of technology and services to customers in the process industries, including mining, construction, pulp and paper, power, and oil and gas. Our 30,000 professionals based in over 50 countries contribute to sustainability and deliver profitability to customers worldwide. Metso’s shares are listed on the NASDAQ OMX Helsinki Ltd.