Notice

Notice is given to the shareholders of Metsä Board Corporation to the Annual General Meeting to be held on Thursday 26 March 2020 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 2019
    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 2019, and further that 0.14 euros per share be distributed from the unrestricted equity reserve, altogether 0.24 euros. The distribution will be paid to shareholders who on the record date for the distribution, 30 March 2020, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 7 April 2020.
  9. Resolution on the discharge of the members of the Board of Directors and the CEO
  10. Review of the Remuneration Policy
    Presentation of the Remuneration Policy for the Company’s statutory bodies.
  11. 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 2020 (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.
  12. 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).
  13. Election of members of the Board of Directors
    The Board of Directors' Nomination and Compensation Committee proposes that current board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Kai Korhonen, Liisa Leino, Jussi Linnaranta and Veli Sundbäck be re-elected, and that M.Sc. (Econ), MBA Jukka Moisio and M.Sc (Agriculture and Forestry) Timo Saukkonen be elected as new members. 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.
  14. 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.
  15. 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.
  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 2 March 2020. 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 9 April 2020.

Agenda 2020

 
 

Annual General Meeting of Metsä Board Corporation

Time: 26 March 2020 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 2019
    - 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. Review of the Remuneration Policy
  11. Resolution on the remuneration of the members of the Board of Directors
  12. Resolution on the number of members of the Board of Directors
  13. Election of members of the Board of Directors
  14. Resolution on the remuneration of the auditor
  15. Election of auditor
  16. Closing of the meeting

 

Participants instructions 2020

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 16 March 2020 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 23 March 2020 at the latest by giving a prior notice of participation. Such notice can be given as of 13 February 2020:

 

  • 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 19 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 16 March 2020 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 2020. As regards nominee registered shares this constitutes due registration for the general meeting. Changes in shareholdings after 16 March 2020 do not have an effect on the shareholder’s right to participate in the general meeting nor to the number of votes held.


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 organization 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. A shareholder can issue a Power of Attorney to the custodian bank in accordance with the guidelines of such custodian. Should the shareholder wish to authorize a representative other than the custodian to represent him/her, such representative shall present to the company a dated Power of Attorney authorizing the representative to act for such shareholder.

 

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 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

 

In accordance with §18.3 of Chapter 5 of the Companies Act, all information provided for in the Finnish Companies Act and Securities Markets Act, respectively, is available at the Company’s website at www.metsaboard.com. Pursuant to chapter 5, paragraph 25 of the Companies 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 33,087,647 A-shares and 322,425,099 B-shares carrying an aggregate of 964,178,039 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 2020

Proposals of the Board of Directors to the Annual General meeting of Metsä Board Corporation

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 2019, 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 will be paid to shareholders who on the record date for the distribution, 30 March 2020, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 7 April 2020.

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.


Proposals of the Board or Directors’ nomination and compensation committee to the 2020 Annual General Meeting of Metsä Board Corporation

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 2020 (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 current Board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Kai Korhonen, Liisa Leino and Veli Sundbäck be re-elected and that M.Sc. (Econ), MBA Jukka Moisio and M.Sc (Agriculture and Forestry) Timo Saukkonen be elected as new members.

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

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