Notice

Notice is given to the shareholders of Metsä Board Corporation to the Annual General Meeting to be held on Thursday 28 March 2019 at 3.00 p.m. at the Finlandia Hall, Congress Wing, Hall A, at Mannerheimintie 13e (M1), 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

The following matters will be considered at the General Meeting:

  1. Opening of the meeting
    Review by the Chairman of the Board
  2. Calling the meeting to order
  3. Election of persons to check 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 2018
    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 0.10 euros per share be distributed for the financial
    year 2018, and further that 0.19 euros per share be distributed from the unrestricted equity reserve,
    altogether 0.29 euros. The distribution will be paid to shareholders who on the record date for the
    distribution, 1 April 2019, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The
    distribution is proposed to be paid on 9 April 2019.
  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 to the Annual General
    Meeting that the annual remuneration for the members of the Board of Directors be kept unchanged
    such that the Chairman be paid EUR 95,000, the Vice Chairman EUR 80,000 and ordinary members
    EUR 62,500 per year. In addition, a fee of EUR 700 would be paid for each attended 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
    between 1 and 30 April 2019 (or at such first available time when the transaction can be executed
    under applicable law), and that the transfer of shares be restricted for a two-year period. The
    Committee finally proposes that an additional monthly remuneration 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).
  12. Election of members of the Board of Directors
    The Board of Directors' Nomination and Compensation Committee proposes that all current board
    members Hannu Anttila, Martti Asunta, Ilkka Hämälä, Kirsi Komi, Kai Korhonen, Liisa Leino, Jussi
    Linnaranta, Juha Niemelä and Veli Sundbäck be re-elected. Further information on proposed members and their independence is available on the Company’s website at www.metsaboard.com.
    The term of office of board members expires 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 auditing
    company KPMG Oy Ab be elected as auditor with APA Kirsi Jantunen as responsible auditor. The
    auditor’s term of office shall expire at the end of the next Annual General Meeting.
  15. Amendment of the Articles of Association
    The Board of Directors proposes that §14 of the Articles of Association be clarified and amended such
    that a shareholder requesting a share conversion is responsible for the related costs. The Board
    further proposes that §12 of the Articles of Association be clarified such that a responsible auditor
    shall hold an APA qualification and also to concurrently amend §12 to reflect regulations on auditor
    supervision.
  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.metsaboard.com. The annual report of Metsä Board Corporation, including the Company’s annual accounts, the report of the Board of Directors and the audit report is available on the above website no later than on 1 March 2019. 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 2019.

Agenda 2019

 
 

Annual General Meeting of Metsä Board Corporation

Time: 28 March 2019 at 3.00 p.m.

Place: Finlandia Hall, Mannerheimintie 13e, Helsinki

  1. Opening of the meeting
    Review by the Chairman of the Board
  2. Calling the meeting to order
  3. Election of persons to check 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 2018
    Review by the CEO
  7. Adoption of the annual accounts
  8. Consideration of the annual result and resolution on 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. Amendment of the Articles of Association
  16. Closing of the meeting

Participants instructions 2019

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 18 March 2019 registered in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the 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 General Meeting, shall register for the meeting by 11.00 a.m. on 25 March 2019 at the latest by giving a prior notice of participation. Such notice can be given as of 7 February 2019:

  • on the Company’s website at www.metsaboard.com;
  • by e-mail to metsaboard.AGM@metsagroup.com;
  • by mail to Metsä Board Corporation, Legal Services/Nenonen, P.O. Box 20, FI-02020 Metsä; or
  • by telephone on weekdays as of 13 February between 10 a.m. and 11 a.m. to +358104654102.

In connection with 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. A shareholder, his/her representative or proxy representative must, when necessary, provide proof of his/her identity and representation right at the meeting venue.

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 18 March 2019 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 25 March 2019. 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 shall 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/Nenonen, P.O. Box 20, FI-02020 Metsä before the last day of 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 35,358,794 A- shares and 320,153,952 B-shares carrying an aggregate of 1,027,359,832 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote. On the date of this invitation the Company did not hold any of its own shares.

Proposals 2019

Proposals of the board of directors 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

The Board of Directors proposes that, for the financial year 1 January – 31 December 2018, a dividend of 0.10 euros per share be paid and, further, that 0.19 euros per share be distributed from the unrestricted equity reserve, altogether 0.29 euros.

The distribution will be paid to shareholders who on the record date for the distribution, 1 April 2019, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 9 April 2019.

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 Kirsi Jantunen as responsible auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.

The Committee’s proposal is free from third party influence and the Committee has not been required to apply a clause referred to in Section 6 of Article 16 of the EU Audit Regulation.

 

Amendment of the Articles of Association

The Board of Directors proposes that §14 of the Articles of Association be clarified and amended such that a shareholder requesting a share conversion is responsible for related costs. The Board further proposes that §12 of the Articles of Association be clarified such that a responsible auditor shall hold an APA qualification and also to concurrently amend §12 to reflect regulations on auditor supervision.

Article 12 The auditor
The company shall have one (1) auditor, who shall be an audit firm authorised by the Finnish Patent and Registration Office, while the responsible auditor shall be qualified as an APA. The auditor’s term of office expires at the close of the next Annual General Meeting following the election.

Article 14 Conversion of shares
Class A shares may, as provided in this article, be converted to Class B shares at the request of a shareholder or a manager of nominee registered shares (whose details have been entered in the book-entry system). Conversion may occur within the limits of the maximum quantities of shares provided in these Articles of Association. No monetary compensation shall be paid for such conversion. A shareholder shall present to the company a written request for conversion. The request shall include the number of Class A shares to be converted and the book-entry account where the book-entries corresponding to the shares have been registered. A shareholder may submit a share conversion request to the company at any time. The company reviews the requests on a monthly basis such that all requests received in a calendar month are reviewed in the following month and filed for registration without delay. A conversion request delivered to the company between the publication of a General Meeting invitation and the date of the General Meeting shall be reviewed only after the General Meeting or any subsequent dividend record date. The company will request that a transfer restriction is recorded in the shareholder’s book-entry account for the duration of the process. A conversion request may be withdrawn until the company has filed the conversion for registration. If withdrawn, the company requests that the transfer restriction be removed from the shareholder’s book-entry account. A Class A share becomes a Class B share upon registration. The company shall inform the author of the conversion request and the relevant book-entry registrar of the registration. A shareholder is responsible for any costs relating to the conversion. The Board of Directors decides on any other necessary procedures relating to share conversions.


Proposals of the Board or Directors’ nomination and compensation committee

Remuneration of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes that the annual remuneration for the members of the Board of Directors be kept unchanged such that the Chairman would be paid EUR 95,000, Vice Chairman EUR 80,000 and ordinary members EUR 62,500 annually and further that a fee of EUR 700 be paid for each attended 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 2018 (or when such transaction can be executed under applicable law), 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 that the number of members of the Board of Directors be nine (9) members.

Composition of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that all current Board members Hannu Anttila, Martti Asunta, Ilkka Hämälä, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä and Veli Sundbäck be re-elected.

The term of office of the Board members will continue until the end of the next Annual General Meeting.

Resolutions 2019

 
 

The Annual General Meeting of Metsä Board Corporation held the 28th of March 2019 adopted the following resolutions:

Annual accounts

The Annual General Meeting approved the company’s financial statements for the financial year 2018 and decided that a dividend of 0.10 euros per share be paid and, further, that 0.19 euros per share be distributed from the unrestricted equity reserve, altogether 0.29 euros.The distribution shall be paid to shareholders who on the record date for the dividend payment, 1 April 2019, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2019.

Remuneration of members of the Board of Directors

The Annual General Meeting resolved to keep the remuneration of the members of the Board of Directors unchanged such that the Chairman be paid EUR 95,000, the Vice Chairman EUR 80,000 and ordinary members EUR 62,500 per year. In addition, a fee of EUR 700 is paid for each attended meeting of the Board of Directors and its Committees. Approximately one half of the remuneration is paid in the company’s B-series shares to be acquired from public trading. The Annual General Meeting resolved to restrict the transfer of such shares for a period of two years. Further, 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 elected the following persons as members of the Board of Directors: Hannu Anttila, M.Sc (Economics), Martti Asunta, M.Sc. (Forestry), Ilkka Hämälä, M.Sc. (Technology), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Jussi Linnaranta, M.Sc (Agriculture), Juha Niemelä, M.Sc (Economics), and Veli Sundbäck, LL.M. 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 Ilkka Hämälä 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 Hannu Anttila, Kirsi Komi, Kai Korhonen and Veli Sundbäck and the members of the Nomination and Compensation Committee are Martti Asunta, Ilkka Hämälä, Liisa Leino, Jussi Linnaranta and Juha Niemelä.

Auditor

The Annual General Meeting elected auditing firm KPMG Oy Ab as the company’s auditor with Kirsi Jantunen, Authorized 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.

Amendment of Articles of Association

The Annual General Meeting decided to amend paragraphs 12 and 14 of the Articles of Association as follows: §14 of the Articles of Association was clarified and amended such that a shareholder requesting a share conversion is responsible for related costs while §12 of the Articles of Association was amended to reflect regulations on auditor supervision and also clarified such that a responsible auditor shall hold an APA qualification.

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