Proposals of the board of directors and its committees to the annual general meeting
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
It is proposed to the Annual General Meeting that no dividend be paid for the financial year 1 January - 31 December 2011.
Remuneration of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman shall be paid EUR 76,500, Vice Chairman EUR 64,500 and ordinary members EUR 50,400 annually and further that a fee of EUR 500 be paid for each 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 2012, and that the transfer of such shares would be restricted for a period of two years.
The number of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that the number of members of the Board of Directors be nine (9) members.
Election of the members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes to the Annual General Meeting that Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Antti Tanskanen and Erkki Varis be re-elected as members of the Board of Directors. 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 invoice, as approved by the company, be paid to the auditor.
Election of the auditor
The Board of Director proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab, Authorized Public Accountants, be elected as auditor. The auditors' term of office will continue until the end of the next Annual General Meeting.
Board of Directors proposal to authorize Board to issue new shares
The Board of Directors porposes that the general meeting would authorize the Board to decide on the issuance of new shares or special rights, as specified in section 1 of Chapter 10 of the Companies Act, entitling to shares. By virtue of the authorization the Board is entitled to issue up to 70,000,000 new B-series shares or special rights entitling to such shares such that the maximum number of new shares issued does not exceed 70,000,00 B-shares. The special rights entitle their holders to receive new B-series shares against the payment of a subscription price or by setting off a receivable against the subscription price (“Convertible Bond”).
New shares can be issued against payment (“Share issue against payment”) or without payment (“Share issue without payment”). New shares may also be issued in deviation of the shareholders pre-emptive rights to subscribe for new shares, provided that there are weighty reasons for the company to do so. A directed share issue can be without payment only if there are particularly weighty reasons to do so from the perspective of the company and all its shareholders.
The subscription price for the new shares shall be recorded to the fund for invested unrestricted equity. The Board of Directors shall decide on all other issues relating to the share issues. The authorization shall be effective until 28 March 2017.
Board of Directors proposal to amend the Articles of Association
The Board of Directors proposes that paragraphs 1, 3, 5-9 and 12 of the Articles of Association be amended as follows (and that the numbering would be amended accordingly):
1§ Business name
The company’s business name is Metsä Board Corporation.
3§ Line of business
The Company’s line of business is to engage, either by itself or through its subsidiaries, in the forest industry, especially manufacture and sale of paperboard, paper and pulp and thereto related business. The Company can as the parent company of the group assume responsibility for the administration, funding and other common functions of the group as well as own, manage or lease real estate and securities.
5 § Division of shares
The Company’s shares are divided into Class A shares and Class B shares.
Of the total number of shares, the minimum number of Class A shares is 25,000,000 and their maximum number is 100,000,000, and the minimum number of Class B shares is 125,000,000 and their maximum number is 500,000,000.
Each Class A share confers twenty (20) votes and each Class B share confers one (1) vote at the General Meeting of Shareholders.
6 § General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of June on a date determined by the Board of Directors. An Extraordinary General Meeting of Shareholders shall be convened when deemed necessary by the Board of Directors or at the written request of the auditor or shareholders representing at least one-tenth of all shares for addressing a specified matter. Annual and Extraordinary General Meetings shall be held either in Helsinki or Espoo, Finland, as decided by the Board of Directors.
In order to attend a General Meeting of Shareholders, a shareholder must inform the Company of his/her intention of doing no later than on the date stated in the notice of the meeting, which may not be earlier than ten (10) days before the meeting.
7 § Notice convening a General Meeting of Shareholders
The notice convening a General Meeting of Shareholders shall be published, as decided by the Board of Directors, on the Company’s website and, in addition, the notice or a summary thereof shall be released in at least one national newspaper determined by the Board of Directors not earlier than three (3) months and no later than three (3) weeks before the meeting, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders.
8 § Matters to be addressed at a General Meeting of Shareholders
The Annual General Meeting shall receive
1.the annual accounts and the Board of Directors’ report;
2.the Auditor’s report;
1.the adoption of the annual accounts;
2.measures called for by the profit or loss shown on the balance sheet;
3.discharging the members of the Board of Directors and the CEO from liability;
4.the remuneration payable to Board members and the auditor;
5.the number of Board members;
1.the members of the Board of Directors;
any other matters stated in the notice of the General Meeting of Shareholders.
11 § Representing the Company
Those authorized to sign for the Company are the Chairman of the Board of Directors and the CEO, each alone; two members of the Board of Directors or two persons authorized by the Board, acting jointly; or a person authorized by the Board jointly with a member of the Board of Directors.