Notice

       
Notice is given to the shareholders of M-real Corporation to the Annual General Meeting to be held on Wednesday 23 March 2011 at 4.00 p.m. at the Finlandia Hall at Mannerheimintie 13e, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 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.
  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 2010
    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 no dividend be distributed for the financial year 2010.
  9. Resolution on the discharge of the members of the Board of Directors, the CEO and his deputy from liability
  10. Resolution on the remuneration of the members of the Board of Directors
    The Board of Directors' Nomination and Compensation Committee proposes that the remuneration for the members of the Board of Directors be kept unchanged, i.e. that the Chairman be paid EUR 76.500, the Vice Chairman EUR 64.500 and ordinary members EUR 50.400 per year. In addition, a fee of EUR 500 would 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.
  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, Antti Tanskanen and Erkki Varis be re-elected as members. Further information on proposed members is available at the company’s website at www.m-real.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 invoice be paid to the auditor.
  14. Election of auditor
    The Board of Directors proposes, based on the Audit Committee’s recommendation that PricewaterhouseCoopers Oy be re-elected as auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.
  15. Board of Directors proposal to reduce the share premium reserve
    The Board of Directors proposes that the share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2010 be reduced by transferring all funds recorded therein, i.e. EUR 663,812,052.56 to the company’s fund for invested unrestricted equity. The reduction is done without remuneration and will not have an effect on the number of shares, holdings of shares nor rights attached to the shares. The reduction of the share premium account requires the completion of a public notice and a registration procedure with the Board of Patents and Registration.
  16. 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.m-real.com. The annual report of M-real Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report is available on the above-mentioned website no later than on 2 March 2011. 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 2011.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 11 March 2011 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 10.00 a.m. on 18 March 2011 at the latest by giving a prior notice of participation. Such notice can be given as of 16 February 2011:
a) on the company’s website at www.m-real.com;
b) by e-mail to AGM2011@m-real.com;
c) by telephone to +358 10 4654190 on weekdays between 1 p.m. and 3 p.m.; or
d) by mail to M-real Corporation, Legal Services/Kansanen, 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 2011 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 2011. 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 M-real Corporation, Legal Services/Kansanen, P.O. Box 20, FI-02020 Metsä before the last date for registration.

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.

 

On the date of this notice, the total number of shares in M-real Corporation is 36,339,550 A-shares and 291,826,062 B-shares carrying an aggregate of 1,018,617,062 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 10 February 2011

 

M-REAL CORPORATION
BOARD OF DIRECTORS

Agenda

       

Annual general meeting of M-Real corporation

Time 
23 March 2011 at 4:00 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 2010
    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, the CEO and his deputy
     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. Board of Directors’ proposal to reduce the share premium reserve
  16. Closing of the meeting

Participants instructions

       

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 11 March 2011 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 10.00 a.m. on 18 March 2011 at the latest by giving a prior notice of participation. Such notice can be given as of 16 February 2011:
a) on the company’s website at www.m-real.com;
b) by e-mail to AGM2011@m-real.com;
c) by telephone to +358 10 4654190 on weekdays between 1 p.m. and 3 p.m.; or
d) by mail to M-real Corporation, Legal Services/Kansanen, 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 2011 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 2011. 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 M-real Corporation, Legal Services/Kansanen, P.O. Box 20, FI-02020 Metsä before the last date for registration.

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.

 

On the date of this notice, the total number of shares in M-real Corporation is 36,339,550 A-shares and

291,826,062 B-shares carrying an aggregate of 1,018,617,062 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote.

Proposals

       

Proposals of the board of directors and its commitees 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 no dividend be paid for the financial year 2010.

Remuneration of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman shall be paid EUR 76,500, Vice Chairman EUR 64,500 and ordinary members EUR 50,400 annually and further that a fee of EUR 500 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 2011, and that the transfer of such shares would be restricted for a period of two years.

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, Antti Tanskanen 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 invoice be paid to the auditor.

Election of the auditor

The Board of Director proposes, in accordance with the Audit Committee’s recommendation that PricewaterhouseCoopers Oy, Authorized Public Accountants, be re-elected as auditor. The auditors' term of office will continue until the end of the next Annual General Meeting.

Board of Directors proposal to reduce the share premium reserve

The Board of Directors proposes that the share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2010 be reduced by transferring all funds recorded therein, i.e. EUR 663,812,052.56 to the company’s fund for invested unrestricted equity.

 

The share premium reserve contains a significant amount of funds recorded therein over the years especially as a result of the share subscription price of new shares issued having exceeded the nominal value thereof. The exceeding part was, in accordance with the Finnish Companies Act effective until 1 September 2006 recorded in the share premium reserve. The current Finnish Companies Act no longer recognizes the share premium reserve but allows for the subscription price of new shares to be recorded in the share capital or fund for invested unrestricted equity.

 

The share premium reserve is a part of fixed equity, the use of which is restricted. Following the proposed reduction, the funds would be a part of unrestricted equity, which would in turn lead to a more flexible capital structure and allow for the more effective use of the company’s assets.

 

The reduction is done without remuneration and will not have an effect on the number of shares, holdings of shares nor rights attached to the shares. The reduction of the share premium reserve requires the completion of a public notice and a registration procedure with the Board of Patents and Registration.

Resolutions

       

The Annual General Meeting of M-real Corporation held 23 March 2011 adopted the following resolutions:

Adoption of the annual accounts

The Annual General Meeting approved the company's financial statements for the financial year 2010.

Consideration of the annual result and the payment of dividend

The Annual General Meeting resolved not to distribute dividend for the financial year ended 31 December 2010.

Resolution on the discharge from liability

The Annual General Meeting discharged the members of the Board of Directors, the CEO and deputy to the CEO from liability.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved to maintain the remuneration of the members of the Board of Directors unchanged. Thus, the Chairman receives an annual remuneration of EUR 76,500, the Vice Chairman EUR 64,500 and members EUR 50,400. Approximately one half of the remuneration will be paid in cash while the other half is paid in the company’s B-series shares to be acquired from the open market during April 2011. In addition, the members are paid a fee of EUR 500 per each attended Board and committee meeting.

Number of the members of the Board of Directors

The Annual General Meeting fixed the number of Board members to nine (9) members.

Composition of the Board of Directors

The Annual General Meeting elected the following persons as members of the company’s Board of Directors: Mikael Aminoff M.Sc. (Forestry), Martti Asunta, M.Sc. (Forestry), Kari Jordan, Honorary Counsellor, Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M.Edu., Juha Niemelä, Honorary Counsellor, Antti Tanskanen, Minister and Erkki Varis, M.Sc. (Technology). The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.

 

At its organising meeting the Board of Directors elected Kari Jordan as its Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to organize the Board committees as follows:

 

The members of the Audit Committee are Kirsi Komi, Kai Korhonen, Antti Tanskanen 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’s fees

The Annual General Meeting resolved that the fee of the auditor is paid according to invoice.

Election of the auditor

The Annual General Meeting elected Authorized Public Accountants PricewaterhouseCoopers Oy as M-real's auditor with Johan Kronberg, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.

Reduction of share premium reserve

The Annual General Meeting decided to reduce the company’s share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2010 by transferring all funds recorded therein, i.e. EUR 663,812,052.56 to the company’s fund for invested unrestricted equity. The reduction is done without remuneration and will not have an effect on the number of shares, holdings of shares nor rights attached to the shares. The reduction of the share premium reserve is subject to the completion of a creditor protection procedure in accordance with the Finnish Companies Act.

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