The EGM also approved the Articles of Association for Valmet Corporation, the number of members of its Board of Directors, the composition of its Board and the remuneration to be paid to Board members, and the company’s Auditor and the fees payable to the Auditor, and authorized Valmet’s Board to purchase Valmet shares and decide on share issues.
The EGM also approved the number of members of Metso’s Board, the composition of the Board, and the remuneration to be paid to Board members following the completion of the demerger. The decisions of the EGM will be effective as of the registration date for the completion of the demerger, which is expected to be December 31, 2013, when the terms of office of the new Boards of Directors will also start.
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.
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