METSO'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING ON MARCH 27, 2002

Metso Corporation's Board of Directors has desiced to propose to the Annual General Meeting, planned to take place on March 27, 2002, that the Board is authorized to resolve to repurchase and dispose Metso shares and to increase the share capital by issuing new shares, convertible bonds and/or stock options.

Authorization of the Board to resolve to repurchase Metso shares

The Board of Directors to be authorized to resolve to repurchase the Company's shares within one year of the shareholders' meeting using funds available for distribution of profits, provided that the combined par value of the shares thus acquired and the total par value of own shares held by the Company correspond to no more than 5 percent of the Company's total share capital at the moment of repurchasing. The Board of Directors may also propose the cancellation of the acquired shares by reducing the share capital.

The authorization entitles the Board to repurchase the Company's shares for use as consideration in acquisitions or in financing investments, as incentives for key persons or to be disposed in other ways or to be cancelled. According to the decision of the Board, the shares are to be acquired through public trading on the Helsinki Exchanges, at the share price prevailing on the day of acquisition. The purchase price will be paid to the sellers within the payment period stipulated by the rules of the Helsinki Exchanges and the Finnish Central Securities Depository Ltd.

Since the maximum amount of the shares to be repurchased is 5 percent of the total amount of the shares and voting rights of the Company, and as the Company has only one series of shares, the repurchase of the shares will have no material impact on the distribution of the ownership of shares and the voting rights of the Company.

It is proposed that the authorization given to the Board at the Annual General Meeting on March 28, 2001, to repurchase the Company's shares, be cancelled.

Authorization of the Board to resolve to dispose Metso shares

The Board of Directors will be authorized, within one year of the shareholders' meeting, to resolve to dispose the Company's shares acquired by the Company. The authorization will cover the disposal of all shares repurchased on the basis of the authorizations given to the Board.

The authorization will entitle the Board to resolve to whom and in which order the shares are disposed. The Board may dispose the shares as consideration in acquisitions or in financing investments and as incentive for key persons or dispose the shares through public trading.

It is proposed that the authorization given to the Board at the Annual General Meeting on March 28, 2001, to dispose its shares, be cancelled.

Authorization of the Board to increase the share capital by issuing new shares, convertible bonds and/or stock options

The Board proposes that it be authorized, within one year of the shareholders' meeting, to resolve on increasing the share capital by issuing new shares, convertible bonds, and/or stock options in one or more issues. The increase of the share capital through issuance of new shares, subscription of shares pursuant to conversion of convertible bonds into shares and/or subscription of shares pursuant to stock options may amount to an aggregate maximum of 12,500,000 new shares with a par value of EUR 1.7 each and to a maximum aggregate increase of share capital of EUR 21,250,000.

The share capital may be increased by disapplying shareholders' pre-emptive rights to subscribe for new shares, convertible bonds or stock options, and to resolve on the subscription prices and the other terms and conditions of subscription, and the terms and conditions of the convertible bonds and/or stock options. The shareholders' pre-emptive rights to subscribe can be disapplied provided that the Company has important financial grounds for doing so, such as financing or execution of acquisitions, or other arrangements or other development of the Company's business operations. The Board may not deviate from the shareholders' pre-emptive subscription rights for the benefit of a person belonging to the inner circle of the Company. The Board will also be entitled to resolve that the shares can be subscribed for in exchange for property in kind, or otherwise on certain conditions.

It is proposed that the authorization given to the Board at the Annual General Meeting on March 28, 2001 to increase the share capital by issuing new shares, convertible bonds and/or stock options, be cancelled.


Metso Corporation is a global supplier of process industry machinery and systems, as well as know-how and aftermarket and services. The corporation's core businesses are fiber and paper technology (Metso Paper), rock and mineral processing (Metso Minerals) and automation and control technology (Metso Automation). In 2001, the net sales of Metso Corporation were EUR 4.3 billion and the personnel totaled approximately 30,000. Metso Corporation is listed on the Helsinki and New York Stock Exchanges.