NOTICE TO THE ANNUAL GENERAL MEETING

Market Wire, February, 2009

Metso Corporation's company release on February 4, 2009 at 3.00 p.m.

Notice is given to the shareholders of Metso Corporation to the Annual General Meeting to be held on Tuesday March 31, 2009 at 3:00 PM at Helsinki Fair Centre, Messuaukio 1, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:00 PM.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2008

* Review by the CEO

7. Adoption of the financial statements and consolidated financial statements

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

The Board of Directors proposes that a dividend of EUR 0.70 per share be paid based on the adopted balance sheet for the financial year ended on December 31, 2008. The dividend will be paid to shareholders registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository (Euroclear Finland Ltd) on the record date for dividend April 3, 2009. The dividend is paid on April 15, 2009.

In addition the Board of Directors proposes that the Board of Directors be authorized to decide within its discretion, and when the economic situation of the Company favours it, on the payment of dividend addition to the dividend decided in the Annual General Meeting, however no more than EUR 0.68 per share. The Board of Directors shall make its decision no later than December 31, 2009. The dividend paid on the basis of the decision of the Board of Directors will be paid to the shareholders registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository (Euroclear Finland Ltd) on the record date decided by the Board of Directors. The Board of Directors shall decide the record date for dividend and the date of payment of the dividend, which can at the earliest be the fifth banking day from the 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 the members of the Board of Directors

The Nomination Committee of the Annual General Meeting proposes that the Chairman of the Board of Directors is paid an annual fee of EUR 92,000, the Vice-Chairman an annual fee of EUR 56,000 and the members of the Board of Directors each an annual fee of EUR 45,000. Additional compensation of EUR 600 shall be paid for the meetings attended including the meetings of the committees of the Board of Directors and travel expenses and daily allowance shall be paid according to Company's Travel Policy.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Annual General Meeting proposes that the number of members of the Board of Directors be confirmed to seven (7).

12. Election of members of the Board of Directors

The Nomination Committee of the Annual General Meeting proposes that from the current Board members Maija-Liisa Friman, Christer Gardell, Arto Honkaniemi, Yrjö Neuvo, Jaakko Rauramo and Jukka Viinanen be re-elected for the term until the close of the Annual General Meeting in 2010. Jukka Viinanen is proposed to be elected as Chairman of the Board of Directors and Jaakko Rauramo as Vice Chairman. It is also proposed that Ms. Pia Rudengren shall be elected as a new member of the Board of Directors for the same term.

The new proposed Board member Pia Rudengren is a Board professional and presently the Chairman of the Board of Directors of Q-MED AB, a publicly listed Swedish biotechnology and medical device company, and the Board member of Tikkurila Oy, Biophausia AB, Varyag Resources AB, WeMind Digital Psykologi AB, Duni AB and Social Initiative AB. Pia Rudengren holds M.Sc. degree in Business Administration and Economics from the Stockholm School of Economics (1990). From 1990 on Pia Rudengren has held a variety of positions at Investor AB, ultimately serving as Chief Financial Officer and member of the management group during the period from 1998 to 2001. From 2001 to 2005 she was Executive Vice President of W Capital Management AB.

Personal information and positions of trust of the nominees for the Board of Directors are presented on the website of Metso Corporation ( www.metso.com ). All nominees have given their consent for the position.

13. Resolution on the remuneration of the auditor

 

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