Resolutions of the Metsä Board Corporation’s Annual General Meeting
Metsä Board Corporation Stock Exchange Release 28 March 2019 at 4.50 pm EET
The Annual General Meeting of Metsä Board Corporation held today the 28th of March 2019 adopted the following resolutions:
Annual accounts and distribution of profits
The Annual General Meeting approved the company’s financial statements for the financial year 2018 and decided that a dividend of 0.10 euros per share be paid and, further, that 0.19 euros per share be distributed from the unrestricted equity reserve, altogether 0.29 euros.The distribution shall be paid to shareholders who on the record date for the dividend payment, 1 April 2019, are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2019.
Remuneration of members of the Board of Directors
The Annual General Meeting resolved to keep the remuneration of the members of the Board of Directors unchanged such that the Chairman be paid EUR 95,000, the Vice Chairman EUR 80,000 and ordinary members EUR 62,500 per year. In addition, a fee of EUR 700 is paid for each attended meeting of the Board of Directors and its Committees. Approximately one half of the remuneration is paid in the company’s B-series shares to be acquired from public trading. The Annual General Meeting resolved to restrict the transfer of such shares for a period of two years. Further, the Chairman of the Audit Committee is paid an additional monthly remuneration of EUR 800.
Discharge from liability
The Annual General Meeting resolved to discharge the members of the Board and the CEO from liability.
Composition of the Board of Directors
The Annual 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), Martti Asunta, M.Sc. (Forestry), Ilkka Hämälä, M.Sc. (Technology), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Jussi Linnaranta, M.Sc (Agriculture), Juha Niemelä, M.Sc (Economics), and Veli Sundbäck, LL.M. 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 Ilkka Hämälä 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 Hannu Anttila, Kirsi Komi, Kai Korhonen and Veli Sundbäck and the members of the Nomination and Compensation Committee are Martti Asunta, Ilkka Hämälä, Liisa Leino, Jussi Linnaranta and Juha Niemelä.
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 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.
Amendment of Articles of Association
The Annual General Meeting decided to amend paragraphs 12 and 14 of the Articles of Association as follows: §14 of the Articles of Association was clarified and amended such that a shareholder requesting a share conversion is responsible for related costs while §12 of the Articles of Association was amended to reflect regulations on auditor supervision and also clarified such that a responsible auditor shall hold an APA qualification.
METSÄ BOARD CORPORATION
Juhani Pitkänen, Secretary to the Board, tel. +358 10 465 5240
Katri Sundström, Head of Investor Relations, tel. +358 400 976 333
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 2018, the company’s sales totalled EUR 1.9 billion, and it has approximately 2,400 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.