Resolutions of the Metsä Board Corporation’s Annual General Meeting

Metsä Board Corporation Stock Exchange Release 2 April 2014 at 5.05 pm

The Annual General Meeting of Metsä Board Corporation held today 2 April 2014 adopted the following resolutions:

Annual accounts

The Annual General Meeting approved the company’s financial statements for the financial year 2013 and decided to distribute a dividend of 0.09 euros per share. The dividend shall be paid to shareholders who on the record date for the dividend payment, 7 April 2014, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid as from 15 April 2014.

Remuneration of members of the Board of Directors

The Annual General Meeting resolved to maintain the annual remuneration of the members of the Board of Directors unchanged. Thus, the Chairman receives and annual remuneration of EUR 76,500, the Vice Chairman EUR 64,500 and ordinary members EUR 50,400. Approximately one half of the remuneration will be paid in the company’s B-series shares to be acquired from public trading between 1 and 30 April 2014. The Annual General Meeting resolved to restrict the transfer of such shares for a period of two years. In addition, the Board members are paid a fee of EUR 600 per each attended Board and Committee meeting. Finally, the Chairman of the Audit Committee is paid an additional monthly remuneration of EUR 800.

Composition of the Board of Directors

The Annual General Meeting fixed the number of Board members to nine (9) members and re-elected the following persons as members of the Board of Directors: Mikael Aminoff, M.Sc. (Forestry), Martti Asunta, M.Sc. (Forestry), Kari Jordan, M.Sc (Economics), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Juha Niemelä, M.Sc (Economics), Veli Sundbäck, LL.M. and Erkki Varis, M.Sc. (Technology). The term of office of the Board members continues until the end of the next Annual General Meeting.

At its organizing meeting the Board of Directors elected Kari Jordan as its Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to organise the Board committees as follows: the members of the Audit Committee are Kirsi Komi, Kai Korhonen, Veli Sundbäck 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

The Annual General Meeting elected Authorised Public Accountants KPMB Oy Ab as the company’s auditor with Raija-Leena Hankonen, Authorised Public Accountant, as the responsible auditor. 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.

METSÄ BOARD CORPORATION

Further information:

Markus Holm, CFO, tel. +358 10 465 4913
Juha Laine, Vice President, Investor Relations and Communications, tel. +358 10 465 4335