The Annual General Meeting of M-real Corporation held today 28 March 2012 decided to change the company’s business name to Metsä Board Corporation, amended the field of business of the company to more accurately correspond to the current business operations, and further adopted the following resolutions:
Annual accounts
The Annual General Meeting approved the company's financial statements for the financial year 2011 and
decided not to distribute dividend. The Annual General Meeting further discharged the members of the Board of Directors and the CEO from liability.
Remuneration 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 2012. In addition, the members are paid a fee of EUR 500 per each attended Board and committee meeting.
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: 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
The Annual General Meeting elected Authorized Public Accountants KPMG Oy Ab as the company’s auditor with Raija-Leena Hankonen, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting. The Annual General Meeting resolved that the fee of the auditor is paid according to invoice as approved by the company.
Amendment of Articles of Association
In addition to changing the company’s name and field of business, the Annual General Meeting decided to make certain technical and terminology changes to the Articles of Association to accommodate to changes in legislation.
Share Issue Authorization
The Annual General Meeting authorized the Board of Directors to decide on the issuance of new shares or special rights, as specified in section 1 of Chapter 10 of the Companies Act, entitling to shares. By virtue of the authorization the Board is entitled to issue up to 70,000,000 new B-series shares or special rights entitling to such shares such that the maximum number of new shares issued does not exceed 70,000,000 B-shares. The special rights entitle their holders to receive new B-series shares against the payment of a subscription price or by setting off a receivable against the subscription price (“Convertible Bond”). New shares can be issued against payment or without payment. The authorization replaces the authorization previously in effect and is effective until March 28, 2017.
M-REAL CORPORATION