RESOLUTIONS OF M-REAL?S ANNUAL GENERAL MEETING AND THE BOARD OF
M-real Corporation Stock Exchange Bulletin 13.3.2006 at 3.30 p.m.
RESOLUTIONS OF M-REALS ANNUAL GENERAL MEETING AND THE BOARD OF
The Annual General Meeting of M-real Corporation, held on 13 March
2006, approved the companys financial statements for 2005 and
granted discharge from liability to the members of the Board of
Directors, the President & CEO and deputy CEO.
In addition, the Annual General Meeting approved M-reals
consolidated profit and loss account and balance sheet for the
financial year 1 January 2005 - 31 December 2005.
The Annual General Meeting resolved to pay a dividend of EUR 0.12 per
share for the financial year ended 31 December 2005, for a total of
EUR 39.379.873,44. The dividend will be paid to shareholders who on
the record date of 16 March 2006 have been entered in the companys
list of shareholders kept by Finnish Central Securities Depository
Ltd. The dividend is paid out on 23 March 2006.
Board of Directors
The members of M-reals Board of Directors elected by the Annual
General Meeting are Heikki Asunmaa, Counsellor of Forest Economy; Kim
Gran, President and CEO of Nokian Tyres plc; Kari Jordan, President
and CEO of Metsäliitto Group; Asmo Kalpala, President of the Tapiola
Group; Erkki Karmila, Executive Vice President of Nordic Investment
Bank; Runar Lillandt, Counsellor of Agriculture; Antti Tanskanen,
Chairman & CEO of OP Bank Group and Arimo Uusitalo, Counsellor of
The term of office of members of the Board of Directors lasts until
the end of the next Annual General Meeting.
Elected as M-reals auditors were Göran Lindell, Authorized Public
Accountant, and Authorized Public Accountants PricewaterhouseCoopers
Oy, with Jouko Malinen, Authorized Public Accountant, acting as Chief
Auditor and Björn Renlund, Authorized Public Accountant, and Markku
Marjomaa, Authorized Public Accountant, acting as deputy auditors.
The term of office of the auditors and deputy auditors lasts until
the end of the next Annual General Meeting.
Authorization of the Board of Directors to decide on increasing the
share capital through a rights issue and/or issue of convertible
Annual General Meeting authorized the Board of Directors 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.
Since autumn 2004 M-real has focused on improving the financial
position of the Group through equity and debt financings as well as
internal cost savings and efficiency actions, affecting all M-reals
operations and Business Areas. The implementation of these actions
has progressed according to schedule and results so far are in line
with the targets. M-reals Board of Directors has initiated a
strategic review of M-reals current business portfolio, with a view
to M-real exploring potential benefits of participation in the
consolidation and restructuring of the European paper industry. The
strategy review is in its early stages and M-real is not in a
position to speculate as to the likely outcome thereof.
For additional information contact Juhani Pöhö, Executive Vice
President and CFO, tel. +358 10 469 5283 or Nina Kuulusa, General
Counsel, tel. +358 10 469 4322.
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.