Notice is given to the shareholders of Metsä Board Corporation to the Annual General Meeting to be held on Wednesday 23 March 2016 at 3 p.m. at the Finlandia Hall, Congress Wing Hall A, at Mannerheimintie 13e, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m.

A. Matters on the agenda of the General Meeting

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

  1. Opening of the meeting
    Review by the Chairman of the Board
  2. Calling the meeting to order
  3. Election of persons to scrutinize the minutes and to supervise the counting of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2015
    Review by the CEO
  7. Adoption of the annual accounts
  8. Consideration of the annual result and resolution on the payment of dividend
    The Board of Directors proposes that a dividend of 0.17 euro per share be distributed for the financial year 2015. The dividend shall be paid to shareholders who on the record date for the dividend payment, 29 March 2016, are recorded in the shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid as from 5 April 2016.
  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 Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the annual remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman be paid EUR 88,000, the Vice Chairman EUR 74,200 and ordinary members EUR 58,000 per year. In addition, a fee of EUR 600 would be paid for each meeting of the Board of Directors and its Committees. The Committee additionally proposes that one half of the annual remuneration be paid in the company’s B-class shares to be acquired from public trading. The Committee finally proposes that an additional monthly compensation of EUR 800 be paid to the Audit Committee Chairman.
  11. Resolution on the number of members of the Board of Directors
    The Board of Directors' Nomination and Compensation Committee proposes that the number of members of the Board of Directors be nine (9) members.
  12. Election of members of the Board of Directors
    The Board of Directors' Nomination and Compensation Committee proposes that board members Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Veli Sundbäck and Erkki Varis be re-elected as members. Further information on proposed members and their independence is available at the company’s website at www.metsaboard.com. The term of office of board members shall expire at the end of the next Annual General Meeting.
  13. Resolution on the remuneration of the auditor
    The Board of Directors proposes, based on the Audit Committee's recommendation that a fee in accordance with the auditor's reasonable invoice, as approved by the company, be paid to the auditor.
  14. Election of auditor
    The Board of Directors proposes, based on the Audit Committee's recommendation, that KPMG Oy Ab be elected as auditor with APA Raija-Leena Hankonen as responsible auditor. The auditor's term of office shall expire at the end of the next Annual General Meeting.
  15. Closing of the meeting

B. Documents of the General Meeting

The proposals for the decisions on the agenda of the Annual General Meeting as well as this notice are available on the company’s website at www.metsaboard.com. The annual report of Metsä Board Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report is available on the above website no later than on 1 March 2016. Said documents are also available at the meeting. Copies of such documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the company’s website no later than on 6 April 2016.

C. Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 11 March 2016 registered in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by 10 a.m. on 18 March 2016 at the latest by giving a prior notice of participation. Such notice can be given as of 15 February 2016:

a) on the company’s website at www.metsaboard.com;
b) by e-mail to metsaboard.AGM2016@metsagroup.com;
c) by telephone to +358 10 465 4102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to Metsä Board Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on 11 March 2016 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10 a.m. on 18 March 2016. As regards nominee registered shares this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request from his/her custodian bank, without delay, necessary instructions regarding the registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares wishing to participate in the general meeting to be temporarily entered into the shareholders’ register of the company by the above specified time at the latest.

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. Possible proxy documents shall be delivered in original to Metsä Board Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä before the last date for registration.

4. Other instructions and information

Pursuant to chapter 5, paragraph 25 of the Company’s Act, a shareholder who is present at a general meeting has the right to request information with respect to the matters to be considered at the meeting.

The personal data given to the company is used only in connection with the general meeting and the processing of related registrations.

On the date of this notice, the total number of shares in Metsä Board Corporation is 35,895,651 A-shares and 319,617,095 B-shares carrying an aggregate of 1,037,530,115 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote.

In Espoo on 3 February 2016

METSÄ BOARD CORPORATION
BOARD OF DIRECTORS

Agenda 2016

 
 

Annual General Meeting of Metsä Board Corporation

Time: 23 March 2016 at 3 p.m.

Place: Finlandia Hall, Mannerheimintie 13e, Helsinki

  1. Opening of the meeting
    - Review by the Chairman
  2. Calling the meeting to order
  3. Election of persons to scrutinize the minutes and to supervise the counting of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor’s report for 2015
    - Review by the CEO
  7. Adoption of the annual accounts
  8. Consideration of the annual result and the payment of dividend
  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
  11. Resolution on the number of members of the board of directors
  12. Election of members of the board of directors
  13. Resolution on the remuneration of the auditor
  14. Election of auditor
  15. Closing of the meeting

Participants instructions 2016

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 11 March 2016 registered in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by 10 a.m. on 18 March 2016 at the latest by giving a prior notice of participation. Such notice can be given as of 15 February 2016:

a) on the company’s website at www.metsaboard.com;
b) by e-mail to metsaboard.AGM2016@metsagroup.com;
c) by telephone to +358 10 465 4102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to Metsä Board Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative.

Data protection description (pdf)

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on 11 March 2016 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10 a.m. on 18 March 2016. As regards nominee registered shares this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request from his/her custodian bank, without delay, necessary instructions regarding the registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares wishing to participate in the general meeting to be temporarily entered into the shareholders’ register of the company by the above specified time at the latest.

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. Possible proxy documents shall be delivered in original to Metsä Board Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä before the last date for registration.

Power of Attorney model (pdf)

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Company’s Act, a shareholder who is present at a general meeting has the right to request information with respect to the matters to be considered at the meeting.

The personal data given to the company is used only in connection with the general meeting and the processing of related registrations.

Proposals 2016

Proposals of the Board of Directors and its Committees to the Annual General Meeting

Financial statements

It is proposed that the financial statements and the consolidated financial statements be adopted by the Annual General Meeting.

Consideration of the result for the financial year and dividend

It is proposed to the Annual General Meeting that a dividend of 0.17 euros per share be paid for the financial year 1 January – 31 December 2015. The dividend shall be paid to shareholders who on the record date for the dividend payment, 29 March 2016, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid as from 5 April 2016.

Remuneration of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the annual remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman would be paid EUR 88,000, Vice Chairman EUR 74,200 and ordinary members EUR 58,000 annually and further that a fee of EUR 600 be paid for each meeting of the Board of Directors and its Committees.

The Committee further proposes that approximately one half of the annual remuneration be paid in the company’s B-class shares to be acquired from public trading between 1 and 30 April 2016, and that the transfer of such shares would be restricted for a period of two years. The Committee finally proposes that an additional remuneration of EUR 800 be paid to the Audit Committee Chairman.

The number of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the number of members of the Board of Directors be nine (9) members.

Election of the members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Veli Sundbäck and Erkki Varis be re-elected as members of the Board of Directors. The term of office of the Board members will continue until the end of the next Annual General Meeting.

Remuneration of the auditor

The Board of Directors proposes, in accordance with the Audit Committee’s recommendation that a fee in accordance with the auditor's reasonable invoice, as approved by the company, be paid to the auditor.

Election of the auditor

The Board of Directors proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab be elected as auditor with Raija-Leena Hankonen as responsible auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.

 

Resolutions 2016

 
 

The Annual General Meeting of Metsä Board Corporation held 23 March 2016 adopted the following resolutions:

Annual accounts

The Annual General Meeting approved the company’s financial statements for the financial year 2015 and decided to distribute a dividend of 0.17 euros per share. The dividend shall be paid to shareholders who on the record date for the dividend payment, 29 March 2016, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 5 April 2016.

Remuneration of members of the Board of Directors

The Annual General Meeting resolved to maintain the remuneration of the members of the Board of Directors unchanged. As a result the Chairman receives an annual remuneration of EUR 88,000, the Vice Chairman EUR 74,200 and ordinary members EUR 58,000. Approximately one half of the remuneration will be paid in the company’s B-series shares to be acquired from public trading between 1 and 30 April 2016. The Annual General Meeting resolved to restrict the transfer of such shares for a period of two years. In addition, the Board members are paid a fee of EUR 600 per each attended Board and Committee meeting. Finally, the Chairman of the Audit Committee is paid an additional monthly remuneration of EUR 800.

Discharge from liability

The Annual General Meeting resolved to discharge the members of the Board and the CEO from liability.

Composition of the Board of Directors

The Annual General Meeting fixed the number of Board members to nine (9) members and re-elected the following persons as members of the Board of Directors: Mikael Aminoff, M.Sc. (Forestry), Martti Asunta, M.Sc. (Forestry), Kari Jordan, M.Sc (Economics), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Juha Niemelä, M.Sc (Economics), Veli Sundbäck, LL.M. and Erkki Varis, M.Sc. (Technology). The term of office of the Board members continues until the end of the next Annual General Meeting.

At its organizing meeting the Board of Directors elected Kari Jordan as its Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to organise the Board committees as follows: the members of the Audit Committee are Kirsi Komi, Kai Korhonen, Veli Sundbäck and Erkki Varis and the members of the Nomination and Compensation Committee are Mikael Aminoff, Martti Asunta, Kari Jordan, Liisa Leino and Juha Niemelä.

Auditor

The Annual General Meeting elected auditing firm KPMG Oy Ab as the company’s auditor with Raija-Leena Hankonen, Authorised Public Accountant, as the responsible auditor. The auditor’s term of office expires at the end of the next Annual General Meeting. The Annual General Meeting resolved that the auditor’s fee will be paid according to auditor’s reasonable invoice as approved by the company.

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