Resolutions of the M-real Corporation Annual General Meeting
M-real Corporation Stock Exchange Release 23.3.2011 at 6.10 pm
The Annual General Meeting of M-real Corporation held today 23 March 2011 adopted the following resolutions:
Adoption of the annual accounts
The Annual General Meeting approved the company's financial statements for the financial year 2010.
Consideration of the annual result and the payment of dividend
The Annual General Meeting resolved not to distribute dividend for the financial year ended 31 December 2010.
Resolution on the discharge from liability
The Annual General Meeting discharged the members of the Board of Directors, the CEO and deputy to the CEO from liability.
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved to maintain the remuneration of the members of the Board of Directors unchanged. Thus, the Chairman receives an annual remuneration of EUR 76,500, the Vice Chairman EUR 64,500 and members EUR 50,400. Approximately one half of the remuneration will be paid in cash while the other half is paid in the company’s B-series shares to be acquired from the open market during April 2011.
In addition, the members are paid a fee of EUR 500 per each attended Board and committee meeting.
Number of the members of the Board of Directors
The Annual General Meeting fixed the number of Board members to nine (9) members.
Composition of the Board of Directors
The Annual General Meeting elected the following persons as members of the company’s Board of Directors: Mikael Aminoff M.Sc. (Forestry), Martti Asunta, M.Sc. (Forestry), Kari Jordan, Honorary Counsellor, Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M.Edu., Juha Niemelä, Honorary Counsellor, Antti Tanskanen, Minister and Erkki Varis, M.Sc. (Technology). The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.
At its organising meeting the Board of Directors elected Kari Jordan as its Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to organize the Board committees as follows:
The members of the Audit Committee are Kirsi Komi, Kai Korhonen, Antti Tanskanen and Erkki Varis and the members of the Nomination and Compensation Committee are Mikael Aminoff, Martti Asunta, Kari Jordan, Liisa Leino and Juha Niemelä.
Auditor’s fees
The Annual General Meeting resolved that the fee of the auditor is paid according to invoice.
Election of the auditor
The Annual General Meeting elected Authorized Public Accountants PricewaterhouseCoopers Oy as M-real's auditor with Johan Kronberg, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.
Reduction of share premium reserve
The Annual General Meeting decided to reduce the company’s share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2010 by transferring all funds recorded therein, i.e. EUR 663,812,052.56 to the company’s fund for invested unrestricted equity. The reduction is done without remuneration and will not have an effect on the number of shares, holdings of shares nor rights attached to the shares. The reduction of the share premium reserve is subject to the completion of a creditor protection procedure in accordance with the Finnish Companies Act.
M-REAL CORPORATION
Further information:
Matti Mörsky, CFO, tel. +358 10 465 4913
Sanna Väisänen, manager, Investor relations and communications, tel. +358 50 355 7990