The proposals of the Board and its Committees to the Annual General Meeting of Metsä Board Corporation
Metsä Board Corporation Stock Exchange release 11 February 2021 at 12 noon EET
Metsä Board Corporation’s Annual General Meeting will be held on 25 March 2021 at 12 noon at the company’s headquarters at Revontulenpuisto 2, Espoo, Finland. Notice to the Annual General Meeting will be published on or about 24 February 2021 on the company’s website and as a stock exchange release. A summary of the notice will also be published at two Finnish newspapers. Due to the Covid-19 pandemic, participation in the meeting and the exercise of shareholders rights is possible only through voting in advance as well as by making counterproposals and presenting questions in advance, all in accordance with given guidelines. The notice will include detailed information on participation and voting. Further information on the general meeting and related materials are available on the company’s website at www.metsaboard.com/Investors/General-Meeting/General-Meeting-2021. It is not possible to physically participate in the meeting.
The Board of Directors and its Committees have made the following proposals to the Annual General Meeting:
Financial statements
The Board of Directors proposes that the financial statements and the consolidated financial statements be adopted by the Annual General Meeting. The Annual Report for 2020, which includes the financial statements, will be published as a stock exchange release and is available on the company’s website on 24 February 2021.
Consideration of the result for the financial year and dividend
The Board of Directors proposes that a dividend of 0.10 euros per share (in total 35,551,274.60 euros) be distributed for the financial year 2020, and further that 0.16 euros per share (in total 56,882,039.40 euros) be distributed from the unrestricted equity reserve, altogether 0.26 euros per share. The proposed dividend and distribution from the unrestricted equity reserve correspond to approximately 92.5 million euros funds distribution. The distribution will be paid to shareholders who on the record date for the distribution, 29 March 2021, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The distribution is proposed to be paid on 7 April 2021.
The proposal of the Board of Directors is subject to the general meeting not deciding on a minority dividend referred to in Section 7 of Chapter 13 of the Companies Act. Should the general meeting however decide to distribute a minority dividend, the proposed dividend and distribution from the unrestricted equity reserve are not distributed but instead the Board of Directors proposes that a dividend equal to the minority dividend, in total 90,228,091.07 euros (approximately 0.2538 euros per share), and distribution from the unrestricted equity reserve in total 2,205,222.89 euros (approximately 0.062 euros per share), altogether 92,433,313,96 euros (0.26 euros per share) be distributed, hence the aggregate level of funds distribution remains unchanged.
Remuneration Report
The Board of Directors proposes that the Remuneration Report for 2020 be adopted by the Annual General Meeting. The Remuneration Report will be published as a stock exchange release and be made available on the company’s website on 24 February 2021.
Remuneration of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that the annual remuneration for the members of the Board of Directors be kept unchanged such that the Chairman would be paid EUR 95,000, Vice Chairman EUR 80,000 and ordinary members EUR 62,500 per year. In addition the committee proposes that a fee of EUR 800, an increase from the current EUR 700, be paid for each attended meeting of the Board of Directors and its Committees. The Committee additionally proposes that one half of the annual remuneration be paid in the company’s B-class shares to be acquired from public trading between 1 and 30 April 2021 (or at such first available time when the transaction can be executed under applicable law), and that the transfer of shares be restricted for a two-year period. The Committee finally proposes that an additional monthly remuneration of EUR 800 be paid to the Audit Committee Chairman.
The number of members of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that the number of members of the Board of Directors be nine (9) members.
Composition of the Board of Directors
The Board of Directors' Nomination and Compensation Committee proposes that current board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Jussi Linnaranta, Jukka Moisio, Timo Saukkonen and Veli Sundbäck be re-elected, and that M.Sc. (Econ), APA Raija-Leena Hankonen and M.Sc. (Econ) Erja Hyrsky be elected as new members.
Raija-Leena Hankonen is the former Chairman of the Board and Managing Partner of KPMG Oy and has had a long career as a responsible auditor in significant companies in industrial, trade and finance sector companies. Based on the Board’s evaluation, Hankonen is independent of the company’s significant shareholders but, being the former responsible auditor of the company, dependent of the company until the spring of 2022.
Erja Hyrsky acts as Unilever PLC’s Strategy Director for Global Markets and has a long career in global food- and consumer products business. Based on the Board’s evaluation, Hyrsky is independent of both the company and its significant shareholders
The term of office of the Board members will continue until the end of the next Annual General Meeting.
Remuneration of the auditor
The Board of Directors proposes, in accordance with the Audit Committee’s recommendation, that a fee in accordance with the auditor's reasonable invoice, as approved by the Company, be paid to the auditor.
Election of the auditor
The Board of Directors proposes, based on the Audit Committee’s recommendation that KPMG Oy Ab be elected as auditor with Kirsi Jantunen as responsible auditor. The auditor’s term of office shall expire at the end of the next Annual General Meeting.
The Committee’s proposal is free from third party influence and the Committee has not been required to apply a clause referred to in Section 6 of Article 16 of the EU Audit Regulation.
METSÄ BOARD CORPORATION
BOARD OF DIRECTORS
Further information:
Juhani Pitkänen, Secretary to the Board, tel. +358 10 465 5240
Katri Sundström, VP, Investor Relations, tel. +358 10 462 0101
Metsä Board
Metsä Board is a leading European producer of premium fresh fibre paperboards and forerunner in sustainability. We produce premium lightweight folding boxboards, food service boards and white kraftliners for consumer goods packaging 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. We aim for completely fossil free mills and raw materials by 2030.
The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2020, 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.