A notice is given to the shareholders of Metsä Board to the Annual General Meeting to be held on Thursday 11 June 2020 at 4.00 p.m. at the Company’s headquarters at Revontulenpuisto 2, Espoo. Shareholders and their proxy representatives may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance. Shareholders or their representatives may not physically participate in the meeting.
Previous registration for the company’s AGM, which was scheduled to be held on 26 March 2020, is not considered registration for this AGM.
The Board of Directors has, pursuant to a temporary amendment to the Companies Act (290/2020) approved by the Finnish parliament on 24 April 2020, decided to apply an exceptional meeting procedure. To restrict the spreading of Covid-19 pandemic and to allow for the safety of the Company’s employees, shareholders and other stakeholders, the Company has decided to take special actions facilitated by the temporary amendment act.
19 May 2020 at 10 am Deadline for shareholders' counterproposals
20 May 2020 at 10 am Registration and advance voting begin. Counterproposals eligible for voting published on this website
28 May 2020 at 4 pm Deadline for submitting shareholders’ questions
1 June 2020 Record date
1 June 2020 Answers to shareholders’ questions and counterproposals not eligible for voting available on Company’s website
4 June 2020 at 4 pm Registration and advance voting end (Applicable to owners of personal Finnish book-entry account)
4 June 2020 at 4 pm Deadline for submitting proxies
8 June 2020 at 10 am Deadline for nominee registered shares to be registered into the temporary shareholders’ register and advance voting
11 June 2020 at 4 pm Annual General Meeting
25 June 2020 at latest Minutes of the Annual General Meeting available on Company’s website
Holders of nominee-registered shares are advised to contact their custodian for the necessary instructions.
Available at the end of this webpage.
Right of attendance
A shareholder who is registered in the Company's shareholder register held by Euroclear Finland Oy on June 1, 2020 has the right to participate in the AGM. A shareholder, whose shares are registered in his/her personal book-entry account is registered in the Company's shareholder register. A shareholder may participate in the AGM only by voting in advance in accordance with the instructions below.
Registration and voting in advance
Registration and advance voting will begin on May 20 2020 and end on June 4 2020 at 4 pm EEST.
In connection with the registration, the requested information, such as shareholder's name, personal identity number, address and telephone number, must be provided. The personal data given to Euroclear Finland Oy will only be used in connection with the AGM and the processing of related registrations.
Shareholders with a Finnish book-entry account can register and vote in advance in the following ways as of 20 May, 2020:
a) electronically by
clicking here to voting. Electronic advance voting requires the shareholder’s book-entry account number.
b) by post or e-mail by submitting the advance voting form to Euroclear Finland Oy, Annual General Meeting, PO Box 1110, FI-00101 Helsinki, or by e-mail to firstname.lastname@example.org. The voting form will be available at the end of this website.
Advance voting will end on June 4 2020 at 4 pm EEST.
If a shareholder participates in the AGM by submitting advance votes to Euroclear Finland Oy, the delivery of votes is considered to be registration for the AGM. The conditions and other instructions for voting by post or e-mail are available at the end of this website.
Proxy representatives and powers of attorney
A shareholder may participate in the AGM and exercise his/her rights there also through a proxy representative. The proxy representative must also vote in advance.
The proxy representative of a shareholder must present a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM. Should a shareholder participate in the AGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM. A template for proxies and voting instructions are available at the end of this webpage.
Any powers of attorney are requested to be submitted to Euroclear Finland Oy, Annual General Meeting, PO Box 1110, FI-00101 Helsinki or by e-mail to email@example.com before the end of the registration period.
Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the AGM by virtue of such shares, based on which he/she on 1 June, 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy.
Participation in the meeting also requires that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 8 June, 2020 by 10 am EEST. This constitutes due registration for the AGM.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. The account management organisation of the custodian bank will temporarily register a holder of nominee-registered shares, who wants to participate in the AGM, into the shareholders’ register of the company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares by the end of the registration date above.
Counterproposals to the resolutions of the AGM
Shareholders holding at least one hundredth of all the shares in the Company have a right to make a counterproposal to the voting proposals on the agenda of the AGM. Such counterproposals are required to be sent to the Company by email to metsaboard.AGM@metsagroup.com no later than19 May 2020 at 10 am EEST.
In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the AGM and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the AGM. Should the counterproposal not be placed for a vote at the meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish the counterproposals, if any, on this webpage no later than 20 May 2020.
Company did not receive any counterproposals to the voting proposals on the agenda of the AGM by the deadline. (updated 1 June 2020).
Questions to the Company
The shareholder may send questions to the AGM by e-mail to metsaboard.AGM@metsagroup.com or by post to Metsä Board Oyj, Group Administration/Jasola, PO Box 20, 02020 Metsä, no later than 28 May 2020 at 4 pm EEST.
Such questions from shareholders and the Company’s Management’s answers to them, are available on this webpage no later than 2 June 2020. In connection with asking questions shareholders are required to provide adequate evidence of shareholding.
Company did not receive any questions to the AGM by the deadline (updated 1 June 2020).
Reviews by Metsä Board’s CEO and Chairman of the Board
The Annual General Meeting of Metsä Board Corporation held on the 11th of June 2020 adopted the following resolutions:
Annual accounts and distribution of profits
The Annual General Meeting approved the company’s financial statements for the financial year 2019 and decided that a dividend of 0.10 euros per share be paid and, further, that 0.14 euros per share be distributed from the unrestricted equity reserve, altogether 0.24 euros.The distribution shall be paid to shareholders who on the record date for the dividend payment, 15 June 2020, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 24 June 2020.
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), Ilkka Hämälä, M.Sc. (Technology), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Jussi Linnaranta, M.Sc (Agriculture), Jukka Moisio M.Sc (Economics), Timo Saukkonen M.Sc (Agriculture) 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 Jussi Linnaranta 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 Jukka Moisio and the members of the Nomination and Compensation Committee are Ilkka Hämälä, Liisa Leino, Jussi Linnaranta, Timo Saukkonen and Veli Sundbäck.
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.