Invitation to a shareholders' meeting
Published July 13, 1999 00.00.00 +2 GMT
The shareholders of ValmetRauma Corporation are invited to attend an extraordinary shareholders’ meeting scheduled at 5 pm on Wednesday, August 18, 1999. The meeting will be held in the Marina Congress Center at Katajanokanlaituri 6, 00160 Helsinki.
The following business will be on the agenda:
1. Corporation’s business name and business area
The Board proposes an amendment to the Corporation’s business name, and an amendment to the Corporation’s business area allowing it to conduct operations in accordance with its business area, either directly or through its subsidiaries or associate companies. Accordingly, the Board proposes that section 1 and subsection 1 of section 2 of the Articles of Association be amended to read as follows:
“1§ Business name and domicile The Corporation’s business name is Metso Oyj in Finnish, Metso Abp in Swedish, and Metso Corporation in English. The Corporation’s domicile is Helsinki.
2§ Business area
The Corporation’s business area is to design, develop, sell and manufacture products and systems on a global scale for the engineering, process, vehicle, electronics, and automation industries, as well as spare parts and maintenance services related to them, either directly or through its subsidiaries or associate companies.”
2. Authorization of the Board of Directors to decide on a subscription issue, a convertible bonds issue and an issue of options
The Board proposes that it be authorized within one year following the shareholders’ meeting to decide on the raising of the share capital by one or several subscription issues, by one or several convertible bond issues, and/or by the issue of options, provided that in the subscription issue or convertible bonds issue or issue of options no more than 25,000,000 new shares of the Corporation with a nominal value of ten (10) markkas may be subscribed for, and that the Corporation’s share capital may be raised by no more than FIM 250,000,000. The authorization entitles the Board to deviate from shareholders’ pre-emptive rights to subscribe for new shares, convertible bonds or options, and to decide on the subscription prices and the other terms and conditions of subscription, and the terms and conditions of the convertible bonds or options. The shareholders’ pre-emptive rights to subscribe can be deviated from provided that the Corporation has a substantial financial reason to do so, such as financing corporate acquisitions, enabling joint operation arrangements or other development of the Corporation’s business operations. The Board may not deviate from the pre-emptive subscription rights for the benefit of an insider. When share capital is raised by a subscription issue, the Board will be entitled to decide that the shares can be subscribed for in exchange for property in kind, or otherwise on certain conditions.
3. Authorization of the Board to decide on acquiring the Corporation’s own shares
The Board proposes that it is authorized within one year following the shareholders’ meeting to decide on acquiring the Corporation’s own shares with its distributable funds provided that the combined nominal value of the shares thus acquired correspond to no more than 5 % of the Corporation’s total share capital at the moment of the acquisition.