Notice

       

Notice is given to the shareholders of M-real Corporation to the Annual General Meeting to be held on Wednesday 28 March 2012 at 3.00 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 2.00 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 2011
    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 2011.
  9. Resolution on the discharge of the members of the Board of Directors and the CEO
  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, 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. The auditor’s term of office shall expire at the end of the next Annual General Meeting.
  15. Board of Directors proposal to authorize Board to issue new shares
    The Board of Directors proposes that the general meeting would authorize the Board to decide on the issuance of new shares or special rights entitling to shares. By virtue of the authorization the Board is entitled to issue up to 70,000,000 new B-series shares or special rights entitling to such shares. The special rights entitle their holders to receive new B-series shares against the payment of a subscription price or by setting off a receivable against the subscription price (“Convertible Bond”).
    New shares can be issued against payment (“Share issue against payment”) or without payment (“Share issue without payment”). New shares may also be issued in deviation of the shareholders pre-emptive rights to subscribe for new shares, provided that there are weighty reasons for the company to do so.
    The subscription price for the new shares shall be recorded to the fund for invested unrestricted equity. The Board of Directors shall decide on all other issues relating to the share issues. The authorization shall be effective until 28 March 2017. 
  16. Board of Directors proposal to amend Articles of Association
    The Board of Directors proposes that paragraphs 1, 3, 5-9 and 12 of the Articles of Association be amended as follows:
    - to change the company’s business name to Metsä Board Corporation (1§)
    - to redefine the company’s line of business to more accurately correspond to the current business operations (3§)
    - to structurally combine paragraphs regulating shares and the rights attached to the shares to new paragraphs 5 and 6 (5-7§) and to amend the numbering accordingly
    - to amend references to notice and notice period to general meeting to correspond to current legislation (8§)
    - to amend the agenda of the general meeting to correspond to current legislation (9§)
    - to update the terminology relating to the right to represent the company (12§).
  17. 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 website no later than on 1 March 2012. 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 11 April 2012.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 16 March 2012 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 23 March 2012 at the latest by giving a prior notice of participation. Such notice can be given as of 15 February 2012:
a) on the company’s website at www.m-real.com;
b) by e-mail to AGM2012@m-real.com;
c) by telephone to +358 10 4654102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to M-real 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 16 March 2012 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 23 March 2012. 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/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 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 9 February 2012

 

M-REAL CORPORATION
BOARD OF DIRECTORS

Agenda

       

Annual general meeting of M-Real corporation

Time 
28 March 2012 at 3:00 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 2011 
    - 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
  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 authorize the Board to issue new shares 
  16. Board of Directors' proposal to amend the Articles of Association
  17. Closing of the meeting

Participants instructions

       

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 16 March 2012 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 23 March 2012 at the latest by giving a prior notice of participation. Such notice can be given as of 15 February 2012:

a) on the company’s website at www.m-real.com;
b) by e-mail to AGM2012@m-real.com;
c) by telephone to +358 10 4654102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to M-real 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 16 March 2012 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 23 March 2012. 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/Suuronen, 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.

Proposals

               

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 no dividend be paid for the financial year 1 January - 31 December 2011.

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 2012, 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, as approved by the company, be paid to the auditor.

Election of the auditor

The Board of Director proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab, Authorized Public Accountants, be elected as auditor. The auditors' term of office will continue until the end of the next Annual General Meeting.

Board of Directors proposal to authorize Board to issue new shares

The Board of Directors porposes that the general meeting would authorize the Board to decide on the issuance of new shares or special rights, as specified in section 1 of Chapter 10 of the Companies Act, entitling to shares. By virtue of the authorization the Board is entitled to issue up to 70,000,000 new B-series shares or special rights entitling to such shares such that the maximum number of new shares issued does not exceed 70,000,00 B-shares. The special rights entitle their holders to receive new B-series shares against the payment of a subscription price or by setting off a receivable against the subscription price (“Convertible Bond”).

New shares can be issued against payment (“Share issue against payment”) or without payment (“Share issue without payment”). New shares may also be issued in deviation of the shareholders pre-emptive rights to subscribe for new shares, provided that there are weighty reasons for the company to do so. A directed share issue can be without payment only if there are particularly  weighty reasons to do so from the perspective of the company and all its shareholders.

The subscription price for the new shares shall be recorded to the fund for invested unrestricted equity. The Board of Directors shall decide on all other issues relating to the share issues. The authorization shall be effective until 28 March 2017.

Board of Directors proposal to amend the Articles of Association

The Board of Directors proposes that paragraphs 1, 3, 5-9 and 12 of the Articles of Association be amended as follows (and that the numbering would be amended accordingly):

1§ Business name
The company’s business name is Metsä Board Corporation.

3§ Line of business
The Company’s line of business is to engage, either by itself or through its subsidiaries, in the forest industry, especially manufacture and sale of paperboard, paper and pulp and thereto related business. The Company can as the parent company of the group assume responsibility for the administration, funding and other common functions of the group as well as own, manage or lease real estate and securities.

5 § Division of shares
The Company’s shares are divided into Class A shares and Class B shares.

Of the total number of shares, the minimum number of Class A shares is 25,000,000 and their maximum number is 100,000,000, and the minimum number of Class B shares is 125,000,000 and their maximum number is 500,000,000.

Each Class A share confers twenty (20) votes and each Class B share confers one (1) vote at the General Meeting of Shareholders.

6 § General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of June on a date determined by the Board of Directors. An Extraordinary General Meeting of Shareholders shall be convened when deemed necessary by the Board of Directors or at the written request of the auditor or shareholders representing at least one-tenth of all shares for addressing a specified matter. Annual and Extraordinary General Meetings shall be held either in Helsinki or Espoo, Finland, as decided by the Board of Directors.

In order to attend a General Meeting of Shareholders, a shareholder must inform the Company of his/her intention of doing no later than on the date stated in the notice of the meeting, which may not be earlier than ten (10) days before the meeting.

7 § Notice convening a General Meeting of Shareholders
The notice convening a General Meeting of Shareholders shall be published, as decided by the Board of Directors, on the Company’s website and, in addition, the notice or a summary thereof shall be released in at least one national newspaper determined by the Board of Directors not earlier than three (3) months and no later than three (3) weeks before the meeting, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders.

8 § Matters to be addressed at a General Meeting of Shareholders
The Annual General Meeting shall receive

1.the annual accounts and the Board of Directors’ report;
2.the Auditor’s report;

decide on

1.the adoption of the annual accounts;
2.measures called for by the profit or loss shown on the balance sheet;
3.discharging the members of the Board of Directors and the CEO from liability;
4.the remuneration payable to Board members and the auditor;
5.the number of Board members;

elect

1.the members of the Board of Directors;
2.the auditor;

address

any other matters stated in the notice of the General Meeting of Shareholders.

11 § Representing the Company
Those authorized to sign for the Company are the Chairman of the Board of Directors and the CEO, each alone; two members of the Board of Directors or two persons authorized by the Board, acting jointly; or a person authorized by the Board jointly with a member of the Board of Directors.

       

Resolutions

       

The Annual General Meeting of M-real Corporation held 28 March 2012 adopted the following resolutions:

Adoption of the annual accounts

The Annual General Meeting approved the company's financial statements for the financial year 2011.

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 2011.

Resolution on the discharge from liability

The Annual General Meeting discharged the members of the Board of Directors and 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 2012.

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 as approved by the company.

Election of the auditor

The Annual General Meeting elected Authorized Public Accountants KPMG Oy Ab as the company's auditor with Raija-Leena Hankonen, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.

Share Issue Authorisation

The Annual General Meeting authorised the Board of Directors to decide on the issuance of new shares or special rights, as specified in section 1 of Chapter 10 of the Companies Act, entitling to shares. By virtue of the authorisation the Board is entitled to issue up to 70,000,000 new B-series shares or special rights entitling to such shares such that the maximum number of new shares does not exceed 70,000,000 B-shares. The special rights entitle their holders to receive new B-shares against the payment of a subscription price or by settling off a receivable against the subscription price ("Convertible Bond"). New shares can be issued against payment or without payment. The authorisation replaces the authorisation previously in effect and is effective until March 28, 2017.

Amendment of the Articles of Association

In addition to changing the company's name of field of business, the Annual General Meeting decided to make certain technical and terminology changes to the Articles of Association to accommodate to changes in legislation.

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