Notice to Annual General Meeting of M-real Corporation on 28 March 2012 at 3 p.m.
M-real Corporation Notice to General Meeting 9 February 2012 at 12:15 EET
Notice is given to the shareholders of M-real Corporation to the Annual General Meeting to be held on Wednesday 28 March 2012 at 3.00 p.m. at the Finlandia-hall at Mannerheimintie 13e, 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
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
Review by the Chairman
2. Calling the meeting to order
3. Election of persons to scrutinize 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 2011
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 no dividend be distributed for the financial year 2011.
9. Resolution on the discharge of the members of the Board of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that the remuneration for the members of the Board of Directors be kept unchanged, i.e. that the Chairman be paid EUR 76.500, the Vice Chairman EUR 64.500 and ordinary members EUR 50.400 per year. In addition, a fee of EUR 500 would 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.
11. 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) members.
12. Election of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that board members Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai Korhonen, Liisa Leino, Juha Niemelä, Antti Tanskanen and Erkki Varis be re-elected as members. Further information on proposed members is available at the company’s website at www.m-real.com. The term of office of board members shall expire at the end of the next Annual General Meeting.
13. 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 invoice, as approved by the company, be paid to the auditor.
14. Election of auditor
The Board of Directors proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab be elected as auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.
15. Board of Directors proposal to authorize Board to issue new shares
The Board of Directors proposes that the general meeting would authorize the Board to decide on the issuance of new shares or special rights 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. 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.
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.
16. Board of Directors proposal to amend 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:
- to change the company’s business name to Metsä Board Corporation (1§)
- to redefine the company’s line of business to more accurately correspond to the current business operations (3§)
- to structurally combine paragraphs regulating shares and the rights attached to the shares to new paragraphs 5 and 6 (5-7§) and to amend the numbering accordingly
- to amend references to notice and notice period to general meeting to correspond to current legislation (8§)
- to amend the agenda of the general meeting to correspond to current legislation (9§)
- to update the terminology relating to the right to represent the company (12§).
17. 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.m-real.com. The annual report of M-real Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report is available on the above website no later than on 1 March 2012. 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 11 April 2012.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is on 16 March 2012 registered in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual 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 Annual General Meeting, shall register for the meeting by 10.00 a.m. on 23 March 2012 at the latest by giving a prior notice of participation. Such notice can be given as of 15 February 2012:
a) on the company’s website at www.m-real.com;
b) by e-mail to AGM2012@m-real.com;
c) by telephone to +358 10 4654102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to M-real Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä.
In connection with the 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.
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 2012 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 2012. 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 will 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.
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 in original to M-real Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 METSÄ before the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, paragraph 25 of the Company’s 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 M-real Corporation is 36,339,550 A-shares and 291,826,062 B-shares carrying an aggregate of 1,018,617,062 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote.
In Espoo on 9 February 2012
M-REAL CORPORATION
BOARD OF DIRECTORS
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