Metsä Board Corporation’s Annual General Meeting will be 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 will be 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 is possible only through voting in advance as well as by making counterproposals and presenting questions in advance, all in accordance with given guidelines. It is not possible to physically participate in the meeting.
The proposals of the Board and its Committees to the Annual General Meeting:
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.
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.
Notice of participation and voting in advance
The registration period and advance voting period commence on 2 March 2021 at 10 a.m. EET. A shareholder, who is registered in the Company’s shareholders’ register and who wishes to participate in the general meeting by voting in advance, must register for the general meeting by giving a prior notice of participation and by delivering his/her votes no later than on 18 March 2021 at 4 p.m. EET, by which time the notice and votes must be received. When registering, requested information such as the name, personal identification number or company identification number, address and telephone number of the shareholder, as well as requested information on a possible proxy representative (name, personal identification number), must be notified. The personal data submitted to Euroclear Finland Ltd. will be used only in connection with the general meeting and with the processing of related registrations.
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 2 March 2021 at 10 a.m. EET–18 March 2021 at 4 p.m. EET in the following manners:
- a) electronically by clicking the link here. Electronic registration and voting requires the submission of a personal identity code or business identity code and the shareholder’s book-entry account number. When logging into Euroclear Finland Ltd.’s website, private persons will be required to identify themselves by means of online banking codes or a mobile certificate. Terms and instructions for electronic advance voting are available on the website; or
- b) by mail or e-mail by sending the voting instructions form available at the bottom of this page to Euroclear Finland Ltd., Yhtiökokous, P.O. Box 1110, 00101 Helsinki or by e-mail to email@example.com.
A representative of a shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. If a shareholder participates in the general meeting by delivering votes in advance to Euroclear Finland Ltd., the delivery of the votes shall constitute due registration for the general meeting, provided that necessary information is provided.
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 15 March 2021 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. 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. by 22 March 2021 at 10 a.m. EET, at the latest. 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.
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
2 March 2021 at 10 am Registration and advance voting begin. Counterproposals eligible for voting published on this website
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
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