METSO CORPORATION (Incorporated with Limited Liability in the Republic of Finland) €1,500,000,000 Euro Medium Term Note Programme
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BASE PROSPECTUS DATED APRIL 5, 2018 METSO CORPORATION (incorporated with limited liability in the Republic of Finland) €1,500,000,000 Euro Medium Term Note Programme (Notes issued under the Programme will have a minimum denomination of €100,000 (or its equivalent in another currency)) This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive (as defined herein) and the relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Notes ("Notes") issued under this €1,500,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the date hereof. By approving this Base Prospectus the CSSF, however, gives no undertaking as to the economic and financial soundness of the transactions contemplated under this Base Prospectus and the quality or solvency of Metso Corporation (the "Issuer", and together with its consolidated subsidiaries, "Metso" or the "Group") in line with the provisions of article 7(7) of the Luxembourg Act dated July 10, 2005 relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), as amended. Application has been made for Notes (other than Non PD Notes (as defined herein)) issued under the Programme during the period of twelve months after the date hereof to be admitted to listing on the official list and to trading on the Bourse de Luxembourg, the regulated market of the Luxembourg Stock Exchange (the "Regulated Market"), which is a regulated market for the purposes of the Directive on Markets in Financial Instruments Directive 2014/65/EU (the "MiFID II"). Non PD Notes may be unlisted and/or may be admitted to listing, trading and/or quotation on a market, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant Dealer(s) (in circumstances where the provisions of the Prospectus Directive do not apply). This Base Prospectus constitutes a Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive. Interest payable under the Notes may be calculated by reference to one of LIBOR and EURIBOR as specified in the relevant Final Terms or Pricing Supplement. As at the date of this Base Prospectus, the administrators of LIBOR and EURIBOR are not included in ESMA's register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ICE Benchmark Administration, the European Money Markets Institute and the Swedish Banker’s Association are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). Investing in Notes issued under the Programme involves certain risks. Factors which could be material for the purposes of assessing the risks associated with the Notes issued under the Programme are set out under "Risk Factors". Arranger CITIGROUP Dealers BNP PARIBAS CITIGROUP COMMERZBANK DANSKE BANK HSBC NORDEA OP CORPORATE BANK PLC 221896-4-13-v10.0 - 1- 70-40672852 CONTENTS Page Important Notices ......................................................................................................................................... 3 Risk Factors .................................................................................................................................................. 7 Responsibility Statement ............................................................................................................................ 25 Overview of the Programme ...................................................................................................................... 26 Documents Incorporated by Reference ...................................................................................................... 30 Use of Proceeds .......................................................................................................................................... 32 Supplement to the Base Prospectus ............................................................................................................ 33 General Description of the Programme ...................................................................................................... 34 Forms of the Notes ..................................................................................................................................... 35 Terms and Conditions of the Notes ............................................................................................................ 39 Form of Final Terms ................................................................................................................................... 65 Form of Pricing Supplement ...................................................................................................................... 74 Overview of Provisions relating to the Notes while in Global Form ......................................................... 84 Metso Corporation ...................................................................................................................................... 87 Major Shareholders .................................................................................................................................... 98 Material Contracts ...................................................................................................................................... 99 Taxation .................................................................................................................................................... 100 Subscription and Sale ............................................................................................................................... 102 General Information ................................................................................................................................. 105 221896-4-13-v10.0 - 2- 70-40672852 IMPORTANT NOTICES Under this €1,500,000,000 Euro Medium Term Note Programme, the Issuer may from time to time issue Notes denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). No Notes may be issued under the Programme which have a minimum denomination of less than €100,000 (or its equivalent in another currency). Subject thereto, Notes will be issued in such denominations as may be specified in the relevant Final Terms (as defined below), subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Final Terms, Pricing Supplement or Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or, in the case of Non PD Notes (as defined below), a Pricing Supplement (as defined below) or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus"). The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed €1,500,000,000 (and, for this purpose, any Notes denominated in another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement (as defined under "Subscription and Sale")). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "Relevant Dealer" shall, in relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all the Dealers agreeing to subscribe for such Notes, or in the case of a syndicated issue of Notes, the lead manager of such issue, as the case may be. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the official list and to trading on the Regulated Market) a supplement to the base prospectus, if appropriate, or Drawdown Prospectus, as the case may be, will be made available which will describe the effect of the agreement reached in relation to such Notes. In the case of Non PD Notes (as defined below), the relevant provisions relating to such Non PD Notes will be included in the applicable Pricing Supplement. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market for the purposes of the MiFID II in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where