Resolutions of Metsä Board Corporation’s Annual General Meeting
Metsä Board Corporation Stock Exchange Release 24 March 2022 at 3.45 p.m. EET
The Annual General Meeting of Metsä Board Corporation 2022 was held today the 24th of March 2022 pursuant to the so called temporary without the presence of shareholders or their representatives at the meeting venue. Shareholders participated and used their rights by voting in advance. The general meeting supported all proposals made by the Board of Directors and its Nomination and Compensation Committee such that at minimum 97.3% of all votes cast were in favour of the proposals made. Hence the general meeting adopted the following resolutions:
Annual accounts and distribution of profits
The general meeting approved the company’s financial statements for the financial year 2021 and decided that a dividend of 0.41 euros per share be paid. The distribution shall be paid to shareholders who on the record date for the dividend payment, 28 March 2022, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 7 April 2022.
Remuneration of members of the Board of Directors
The general meeting resolved that the annual remuneration of the members of the Board of Directors be increased such that the Chair will be paid EUR 99,000, the Vice Chair EUR 85,000 and ordinary members EUR 67,000 per year. In addition, it was decided to keep the meeting fees unchanged at EUR 800 for each attended meeting of the Board of Directors and its Committees. The general meeting resolved that approximately one half of the remuneration is paid in the company’s B-series shares to be acquired from public trading. The transfer of such shares is restricted for a period of two years. Further, the Chair of the Audit Committee is paid an additional monthly remuneration of EUR 900.
Discharge from liability
The general meeting resolved to discharge the members of the Board and the CEO from liability.
Remuneration Report
The general meeting resolved to approve the Remuneration Report in an advisory vote.
Composition of the Board of Directors
The general meeting fixed the number of Board members to nine (9) members and elected the following persons as members of the Board of Directors: Hannu Anttila, M.Sc (Economics), Raija-Leena Hankonen-Nybom M.Sc (Economics), Erja Hyrsky M.Sc (Economics), Ilkka Hämälä, M.Sc. (Technology), Mari Kiviniemi M.Soc.Sc. (Econ.), Jussi Linnaranta, M.Sc (Agriculture), Jukka Moisio M.Sc (Economics), Timo Saukkonen M.Sc (Agriculture) and Veli Sundbäck, LL.M. The term of office of the Board members continues until the end of the next Annual General Meeting.
Auditor
The Annual General Meeting elected auditing firm KPMG Oy Ab as the company’s auditor with Kirsi Jantunen, Authorized Public Accountant, as the responsible auditor. The Board of Directors’ proposal was based on a tendering for audit services carried out by the Audit Committee in 2021. The auditor’s term of office expires at the end of the next Annual General Meeting. The Annual General Meeting resolved that the auditor’s fee will be paid according to auditor’s reasonable invoice as approved by the company.
Authorisation to issue shares and special rights entitling to shares
The Annual General Meeting resolved to authorise the Board to decide on a share issue and the issue of special rights entitling to shares as defined in 1§ of Chapter 10 of the Companies Act. The authorisation applies to B-shares. By virtue of the authorisation the Board is entitled to issue up to 35,000,000 new B-series shares, including shares to be issued pursuant to rights entitling to shares. The number of shares corresponds to approximately 10% of all current shares. This authorisation is effective until 30 June 2023.
Authorisation to acquire own shares
The Annual General Meeting resolved to authorise the Board to decide on the acquisition of the company’s own shares. The number of shares to be acquired based on the authorisation shall not exceed 1,000,000 B-shares, which corresponds to approximately 0.3% of all current shares. This authorisation is effective until 30 June 2023.
Reviews by the CEO and the Chair and Minutes of the General Meeting
Video clips of the reviews by the CEO Mika Joukio and Chair Ilkka Hämälä as well as of the proposal by the Board’s Nomination and Compensation Committee for a new board member can be viewed at the company’s website at www.metsaboard.com/AGM2022. The minutes of the general meeting will be available at the same website on 7 April 2022 at the latest.
METSÄ BOARD CORPORATION
Further information:
Henri Sederholm, CFO, tel. +358 10 465 4913
Katri Sundström, VP, Investor Relations, tel. +358 10 462 0101
Metsä Board
www.metsaboard.com
Metsä Board is a leading European producer of premium fresh fibre paperboards. We focus on lightweight and high-quality folding boxboards, food service boards and white kraftliners. The pure fresh fibres we use in our products are a renewable and recyclable resource, that can be traced back to sustainably managed northern forests We are a forerunner in sustainability, and we aim to have completely fossil free mills and raw materials by the end of 2030.
Together with our customers we develop innovative packaging solutions to create better consumer experiences with less environmental impact. In 2021 our sales totalled EUR 2.1 billion, and we have around 2,400 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.