Metso Outotec Oyj : Proposals of the Nomination Board and the Board of Directors

Annual General Meeting 2022

February 10, 2022

DECISION PROPOSALS TO THE ANNUAL GENERAL MEETING (THE "GENERAL MEETING") OF METSO OUTOTEC CORPORATION ("METSO OUTOTEC" OR THE "COMPANY") TO BE HELD ON APRIL 21, 2022

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

(agenda item 8)

The Board of Directors proposes to the General Meeting that a dividend of EUR 0.24 per share (in the aggregate approximately EUR 199 million based on the total number of outstanding shares of the Company at the time of the proposal) be paid based on the balance sheet to be adopted for the financial year January 1 - December 31, 2021, and that the remaining part of the profit for the financial year be retained and carried further in unrestricted equity.

The dividend shall be paid in two instalments as follows:

• The first dividend instalment of EUR 0.12 per share shall be paid to the shareholders who are registered as shareholders in the Company's register of shareholders as maintained by Euroclear Finland Oy on the dividend record date, April 25, 2022. The Board of Directors proposes that the first dividend instalment be paid on May 2, 2022.
• The second dividend instalment of EUR 0.12 per share shall be paid in November 2022 to the shareholders who are registered as shareholders in the Company's register of shareholders as maintained by Euroclear Finland Oy on the dividend record date. The Board of Directors shall resolve on the dividend record date and the date of payment of the second dividend instalment in its meeting agreed to be held on October 27, 2022. Based on the current rules of the Finnish book-entry system, the dividend record date would be October 31, 2022 and the date of payment November 7, 2022.

All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company on the relevant dividend record date.

Adoption of the Company's remuneration report for governing bodies

(agenda item 10)

The Board of Directors proposes to the General Meeting that it adopts, through an advisory resolution, the Company's remuneration report for governing bodies.

As shareholders can only participate in the General Meeting by voting in advance, the Company's remuneration report for the Company's governing bodies for the financial year January 1 - December 31, 2021, which will be published by a stock exchange release and will also be made available on the Company's website at www.mogroup.com/agm no later than on March 18, 2022, will be deemed to have been presented to the General Meeting.

Resolution on the remuneration of the members of the Board of Directors

(agenda item 11)

The Shareholders' Nomination Board proposes to the General Meeting that the members of the Board of Directors and such Board members who will be elected to the committees of the Board be paid a fixed annual remuneration as follows: EUR 156,000 for the Chair of the Board of Directors (previously EUR 150,000), EUR 82,500 for the Vice Chair of the Board of Directors (previously EUR 80,000) and EUR 67,000 for the other members of the Board of Directors each (previously EUR 65,000), as well as an additional EUR 23,800 for the Chair of the Audit and Risk Committee (previously EUR 23,000), an additional EUR 10,300 for the other members of the Audit and Risk Committee each (previously EUR 10,000), an additional EUR 12,400 for the Chair of the Remuneration and HR

Annual General Meeting 2022

February 10, 2022

Committee (previously EUR 12,000), and an additional EUR 5,150 for the other members of the Remuneration and HR Committee each (previously EUR 5,000).

The Shareholders' Nomination Board proposes to the General Meeting that, as a condition for the annual remuneration, the Board members be obliged, directly based on the General Meeting's decision, to use 20 or 40 percent of their fixed total annual remuneration for purchasing Metso Outotec shares from the market at a price formed in public trading, and that the purchase be carried out within two weeks from the publication of the interim report for January 1 - March 31, 2022 on April 21, 2022.

The Shareholders' Nomination Board further proposes to the General Meeting that the members of the Board of Directors be paid the following meeting fees for attendance at 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.

Resolution on the number of members of the Board of Directors

(agenda item 12)

The Shareholders' Nomination Board proposes to the General Meeting that the number of members of the Board of Directors shall be nine (9) (previously: seven (7)).

Election of members and Chair as well as Vice Chair of the Board of Directors

(agenda item 13)

The Shareholders' Nomination Board proposes to the General Meeting that the following current members of the Board of Directors be re-elected as members of the Board of Directors for the term ending at the closing of the Annual General Meeting 2023: Klaus Cawén, Christer Gardell, Antti Mäkinen, Ian W. Pearce, Emanuela Speranza, Kari Stadigh, and Arja Talma. The Shareholders' Nomination Board further proposes that Brian Beamish and Terhi Koipijärvi be elected as new Board members for the term ending at the closing of the Annual General Meeting 2023.

The Shareholders' Nomination Board proposes that the General Meeting resolves to re-elect Kari Stadigh 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 2023.

All the candidates have given their consent to the election, and are considered independent of Metso Outotec and its significant shareholders, except for Antti Mäkinen, who would be dependent of a significant shareholder of Metso Outotec. More information on the nominees is available on the Company's website at www.mogroup.com/agm.

Resolution on the remuneration of the Auditor

(agenda item 14)

On the recommendation of the Audit and Risk Committee, the Board of Directors proposes to the General Meeting that the Auditor's fees be paid according to the Auditor's reasonable invoice approved by the Company.

Election of Auditor

(agenda item 15)

On the recommendation of the Audit and Risk Committee, the Board of Directors proposes to the General Meeting that authorized public accountants Ernst & Young Oy be re-elected as the Company's Auditor for a term ending at the closing of the Annual General Meeting 2023. Ernst & Young Oy has announced that it will appoint Mikko Järventausta, APA, as the principally responsible auditor.

Authorizing the Board of Directors to decide on the repurchase of the Company's own shares

(agenda item 16)

Annual General Meeting 2022

February 10, 2022

The Board of Directors proposes that the General Meeting authorizes 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 amount 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 decide how shares are repurchased. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).

The authorization shall be in force until the closing of the Annual General Meeting 2023.

Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

(agenda item 17)

The Board of Directors proposes that the General Meeting authorizes 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 shall be in force until the closing of the Annual General Meeting 2023.