Annual General Meeting 2025

Adoption of the financial statements

The AGM adopted the financial statements for the financial year 2024 and resolved to grant the members of the Board of Directors and President and CEOs discharge from liability for the financial year January 1 to December 31, 2024.

Dividend for 2024

The AGM resolved to approve the Board of Directors’ proposal to pay a dividend of EUR 0.38 per share for the financial year 2024 in two installments.

The first dividend instalment of EUR 0.19 per share shall be paid on May 6, 2025, and its record date will be April 28, 2025. The second dividend instalment of EUR 0.19 per share shall be paid in October 2025. The Board of Directors will resolve on the record date and the date of payment in its meeting agreed to be held on October 22, 2025. Based on the current rules of the Finnish book-entry system, the dividend record date would be October 24, 2025, and the date of payment October 31, 2025.

Adoption of the company’s remuneration report for governing bodies

The AGM resolved to adopt, through an advisory resolution, the company’s 2024 remuneration report for governing bodies.

Composition of the Board of Directors

The AGM resolved to elect nine members to the Board of Directors. From the current Board members Brian Beamish, Klaus Cawén, Terhi Koipijärvi, Niko Pakalén, Reima Rytsölä, Kari Stadigh and Arja Talma were re-elected and Anders Svensson and Eriikka Söderström were elected as new Board members for the term ending at the closing of the Annual General Meeting 2026.

Kari Stadigh was re-elected as the Chair of the Board of Directors and Klaus Cawén as the Vice Chair of the Board of Directors for the term ending at the closing of the Annual General Meeting 2026.

Remuneration of the Board of Directors

The AGM resolved that the members of the Board of Directors will be paid the following fixed annual remuneration:

• EUR 176,500 for the Chair of the Board of Directors
• EUR 88,300 for the Vice Chair of the Board of Directors
• EUR 71,500 for the other members of the Board of Directors each

The additional remuneration to be paid to the members of the Board of Directors that were elected as members of the Board’s committees was decided as follows:

• EUR 26,300 for the Chair of the Audit and Risk Committee
• EUR 10,850 for the other members of the Audit and Risk Committee each
• EUR 13,200 for the Chair of the Remuneration and HR Committee
• EUR 5,430 for the other members of the Remuneration and HR Committee each

As a condition for the annual remuneration, the Board members are obliged, directly based on the Annual General Meeting’s decision, to use 20 or 40 percent of their fixed total annual remuneration for purchasing Metso shares from the market at a price formed in public trading, and that the purchase be carried out within two weeks from today.

Meeting fees

The AGM also resolved to approve the following meeting fees for each Board and committee meeting: 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, and EUR 900 for meetings with remote attendance.

Auditor and sustainability reporting assurance provider

Authorized public accountants Ernst & Young Oy was re-elected as the company’s auditor for a term ending at the closing of the Annual General Meeting 2026. Ernst & Young Oy had announced that Toni Halonen, APA, would be appointed as the principally responsible auditor.

Ernst & Young Oy was re-elected as the company’s sustainability reporting assurance provider for a term ending at the closing of the Annual General Meeting 2026. Ernst & Young Oy had announced that Toni Halonen, ASA, would be appointed as the principally responsible authorized sustainability auditor. The remuneration to the Auditor and to the sustainability reporting assurance provider was decided to be paid against the invoice approved by the company.

Amendment of Articles 8 and 11 of the Articles of Association

The AGM resolved to amend Articles 8 and 11 of the Articles of Association in accordance with the proposal of the Board of Directors. These related to the appointment and term of office of the sustainability reporting assurance provider.

Authorization to repurchase the Company’s own shares

The AGM authorized the Board of Directors to decide on the repurchase of an aggregate maximum of 82,000,000 of the company’s own shares. The proposed number of shares corresponds to approximately 9.9 percent of all the current shares of the company. However, the company together with its subsidiaries cannot at any moment own more than 10 percent of all the shares of the company.

Own shares may be repurchased on the basis of this authorization only by using unrestricted equity. Own shares can be repurchased at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to resolve how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).

Authorization to issue shares and special rights entitling to shares

The AGM also authorized the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows: The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 82,000,000 shares, which corresponds to approximately 9.9 percent of all the current shares of the company.

The Board of Directors is entitled to decide on all terms of the issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders’ pre-emptive subscription rights (directed issue). This authorization applies to both the issuance of new shares and the conveyance of own shares held by the company.

The authorization had been proposed to be in force until the closing of the Annual General Meeting 2026.

Authorizing the Board of Directors to resolve on donations

The AGM authorized the Board of Directors to decide on donations in the aggregate maximum amount of EUR 350,000 for charitable or corresponding purposes. The donations could be made in one or more instalments. The Board of Directors would be entitled to resolve on the beneficiaries and the amount of each donation. The authorization had been proposed to be in force until the closing of the next Annual General Meeting.