M-real Corporation Stock Exchange Announcement 8.2.2006 at 1.30 p.m.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of M-real
Corporation will be held in Finlandia Hall at the address
Mannerheimintie 13 e, 00100 Helsinki on Monday, 13 March 2006, at
The agenda of the meeting includes the matters within the competence
of the Annual General Meeting under Article 10 of the Articles of
Association as well as the matter stated in Point 10 of this notice
1. Presentation of the financial statements and auditors reports
2. Adoption of the income statements and balance sheets
3. Consideration of the result for the financial year and dividend
The Board of Directors has decided to propose to the Annual General
Meeting that a dividend of EUR 0.12 per share be paid for the 2005
financial year. The dividend will be paid to shareholders who on the
record date, 16 March 2006, have been entered in the companys
Shareholder Register kept by Finnish Central Securities Depository
Ltd. The Board of Directors will propose to the Annual General
Meeting that the dividend be paid out on 23 March 2006.
4. Granting of release from liability to the members of the Board of
Directors, the chief executive and the chief executives deputy
5. Emoluments of members of the Board of Directors
6. The number of members of the Board of Directors
The Board of Directors Nomination Committee will propose to the
Annual General Meeting that the number of members of the Board of
Directors be kept at eight.
7. Election of the members of the Board of Directors
The Board of Directors Nomination Committee will propose to the
Annual General Meeting that Board members Heikki Asunmaa, Kim Gran,
Kari Jordan, Asmo Kalpala, Erkki Karmila, Runar Lillandt, Antti
Tanskanen and Arimo Uusitalo be re-elected for the next term of
office that will continue until the end of the next Annual General
8. Auditors fee
The Board of Directors Audit Committee will propose that it be
resolved to pay the auditor who is elected by the Annual General
Meeting a fee according to the auditors invoice.
9. Election of the auditor
According to M-real Corporations Articles of Association, the
company shall have two regular auditors and two deputy auditors. The
regular auditors and deputy auditors must be auditors or firms of
independent public accountants authorised by the Central Chamber of
Commerce. The auditors term of office shall be the companys
financial year during which they have been elected.
The Board of Directors Audit Committee will propose that the
following persons/firms be elected as the companys auditors: Göran
Lindell, Authorized Public Accountant, and the firm of independent
public accountants PriceWaterhouseCoopers Oy, with Jouko Malinen,
Authorized Public Accountant, acting as Principal Auditor and Markku
Marjomaa and Björn Renlund acting as deputy auditors.
10. Proposal for authorizing the Board of Directors to decide on
increasing the share capital through a rights issue and/or issue of
The Board of Directors will propose that it be authorized for one
year from the date of the Annual General Meeting to decide on
increasing the share capital through one or more rights issues and/or
one or more issues of convertible bonds such that in the rights issue
or issue of convertible bonds, a total maximum of 58.365.212 M-real
Corporation Series B shares with a nominal value of EUR 1.70 can be
subscribed for, and that the companys share capital can be increased
by a total maximum of 99.220.860,40 euros.
The authorization will confer the right to disapply shareholders pre-
emptive right to subscribe for new shares and/or issues of
convertible bonds and to decide on the subscription prices and other
terms and conditions. Shareholders pre-emptive subscription rights
can be disapplied providing that there is a significant financial
reason for the company to do so, such as strengthening of the
companys balance sheet, making possible business structuring
arrangements or taking other measures for developing the companys
business operations. The Board of Directors may not disapply the pre-
emptive subscription rights on behalf of a related party.
Annual Report and public posting of documents
The financial statement documents and the Board of Directors
proposal for amending the Articles of Association are available for
public inspection at the companys head office at the address
Revontulentie 6, 02100 Espoo, for one week before the Annual General
Meeting. Shareholders will be sent copies of these documents upon
Right to participate in and vote at the Annual General Meeting
Those shareholders are entitled to participate in the Annual General
1) have been entered in the Shareholder Register kept by
Finnish Central Securities Depository Ltd by 3 March 2006, and
2) who have registered for the Annual General Meeting no later
than 4.00 p.m. on Thursday, 9 March 2006.
Registration in the Shareholder Register
A shareholder in whose name the shares are made out is automatically
entered in the companys Shareholder Register. A nominee-registered
shareholder can be temporarily entered in the companys Shareholder
Register in order to participate in the Annual General Meeting,
providing this is done by 3 March 2006.
Registration for the Annual General Meeting
Shareholders can register for the Annual General Meeting either by
telephone on +358 1046 94530, telefax on +358 1046 94529 or by email
at the address firstname.lastname@example.org, or in writing at the
address M-real Oyj, P.O. Box 20, 02020 Metsä, Finland.
Advance delivery of proxies
A proxy entitling an authorized person to vote on behalf of a
shareholder at the Annual General Meeting must be delivered to the
above-mentioned address before the close of the registration period
at 4.00 p.m. on Thursday, 9 March 2006.
Espoo, 8 February 2006
Board of Directors
Metsä Board is a leading European producer of premium fresh fibre paperboards including folding boxboards, food service boards and white kraftliners. Our lightweight paperboards are developed to provide better, safer and more sustainable solutions for consumer goods as well as retail-ready and food service applications. We work together with our customers on a global scale to innovate solutions for better consumer experiences with less environmental impact. The pure fresh fibres Metsä Board uses are a renewable resource, traceable to origin in sustainably managed northern forests.
The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2017, the company’s sales totalled EUR 1.8 billion, and it has approximately 2,350 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.