Metsä Board Corporation’s Annual General Meeting was held on 25 March 2021. Notice to the Annual General Meeting was published on the company’s website and as a stock exchange release on 24 February. A summary of the notice was also published at two Finnish newspapers. The general meeting was held in reliance on a temporary amendment to the Companies Act (670/2020) approved by the Finnish parliament on 2 October 2020 such that participation in the meeting and the exercise of shareholders rights was possible only through voting in advance as well as by making counterproposals and presenting questions in advance, all in accordance with given guidelines. It was not possible to physically participate in the meeting.

Resolutions of the Annual General Meeting

Annual accounts and distribution of profits

The general meeting approved the company’s financial statements for the financial year 2020 and decided that a dividend of 0.10 euros per share be paid and, further, that 0.16 euros per share be distributed from the unrestricted equity reserve, altogether 0.26 euros. The distribution shall be paid to shareholders who on the record date for the dividend payment, 29 March 2021, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 7 April 2021.

Remuneration of members of the Board of Directors

The general meeting resolved to keep the annual 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 800, instead of the previous 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 general meeting resolved to discharge the members of the Board and the CEO from liability.

Remuneration Report

The general meeting resolved to approve the Remuneration Report in an advisory vote. 

Composition of the Board of Directors

The 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), Raija-Leena Hankonen M.Sc. (Economics), Erja Hyrsky M.Sc. (Economics), Ilkka Hämälä, M.Sc. (Technology), Kirsi Komi, LL.M., 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.

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.


The proposals of the Board and its Committees to the Annual General Meeting:

Financial statements

The Board of Directors proposes that the financial statements and the consolidated financial statements be adopted by the Annual General Meeting. The Annual Report for 2020, which includes the financial statements, will be published as a stock exchange release and is available on the company’s website on 24 February 2021.

Consideration of the result for the financial year and dividend

The Board of Directors proposes that a dividend of 0.10 euros per share (in total 35,551,274.60 euros) be distributed for the financial year 2020, and further that 0.16 euros per share (in total 56,882,039.40 euros) be distributed from the unrestricted equity reserve, altogether 0.26 euros per share. The proposed dividend and distribution from the unrestricted equity reserve correspond to approximately 92.5 million euros funds distribution. The distribution will be paid to shareholders who on the record date for the distribution, 29 March 2021, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 7 April 2021.

The proposal of the Board of Directors is subject to the general meeting not deciding on a minority dividend referred to in Section 7 of Chapter 13 of the Companies Act. Should the general meeting however decide to distribute a minority dividend, the proposed dividend and distribution from the unrestricted equity reserve are not distributed but instead the Board of Directors proposes that a dividend equal to the minority dividend, in total 90,228,091.07 euros (approximately 0.2538 euros per share), and distribution from the unrestricted equity reserve in total 2,205,222.89 euros (approximately 0.062 euros per share), altogether 92,433,313,96 euros (0.26 euros per share) be distributed, hence the aggregate level of funds distribution remains unchanged.

Remuneration Report

The Board of Directors proposes that the Remuneration Report for 2020 be adopted by the Annual General Meeting. The Remuneration Report will be published as a stock exchange release and be made available on the company’s website on 24 February 2021.

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 per year. In addition the committee proposes that a fee of EUR 800, an increase from the current EUR 700, 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 2021 (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.

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 that current board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Jussi Linnaranta, Jukka Moisio, Timo Saukkonen and Veli Sundbäck be re-elected, and that M.Sc. (Econ), APA Raija-Leena Hankonen and M.Sc. (Econ) Erja Hyrsky be elected as new members.

Raija-Leena Hankonen is the former Chairman of the Board and Managing Partner of KPMG Oy and has had a long career as a responsible auditor in significant companies in industrial, trade and finance sector companies. Based on the Board’s evaluation, Hankonen is independent of the company’s significant shareholders but, being the former responsible auditor of the company, dependent of the company until the spring of 2022. 

Erja Hyrsky acts as Unilever PLC’s Strategy Director for Global Markets and has a long career in global food- and consumer products business. Based on the Board’s evaluation, Hyrsky is independent of both the company and its significant shareholders

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 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.  


The Annual Report, which includes the financial statements and the remuneration report will be published as a stock exchange release and be made available to shareholders on the company’s website on 24 February 2021.

Important dates

EEST time

24 February 2021 Notice to the Annual General Meeting 2021

24 February 2021 Annual Report, which includes the financial statement, will be available on Company's website

1 March 2021 at 4 pm Deadline for shareholders’ counterproposals

The Company did not receive any counterproposals by the deadline (updated 16 March 2021)

2 March 2021 at 10 am Registration and advance voting begin. Counterproposals eligible for voting published on this website

11 March 2021 Reviews of CEO and Chairman of the Board available 

11 March 2021 Deadline for submitting shareholders’ questions

15 March 2021 Record date of the Annual General Meeting

16 March 2021 Answers to shareholders’ questions and counterproposals not eligible for voting available on Company’s website

Company did not receive any questions to the AGM by the deadline (updated 16 March 2021)

18 March 2021 at 16 pm Registration and advance voting end (Applicable to owners of personal Finnish book-entry account)

18 March 2021 at 16 pm Deadline for submitting proxies

22 March 2021 at 10 am Deadline for nominee registered shares to be registered into the temporary shareholders’ register and advance voting

25 March 2021 at 12 noon Annual General Meeting

8 April 2021 Minutes of the Annual General Meeting available on Company’s website at the latest


Reviews by Metsä Board’s CEO and Chairman of the Board


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