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2010-02-04 12:00:00 CET 2010-02-04 12:01:59 CET REGULATED INFORMATION M-real - Company AnnouncementNotice of Annual General Meeting of M-real Corporation on 24 March 2010 at 3 p.m.M-real Corporation Stock Exchange Release 4 February 2010 at 13 Notice of Annual General Meeting of M-real Corporation on 24 March 2010 at 3 p.m. Notice is given to the shareholders of M-real Corporation to the Annual General Meeting to be held on 24 March 2010 at 3.00 p.m. at the Finlandia-hall at Mannerheimintie 13e, Helsinki (entrances M3 and K3). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m. A. Matters on the agenda of the general meeting At the general meeting, the following matters will be considered: 1. Opening of the meeting Review by the Chairman. 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2009 Review by the CEO. 7. Adoption of the annual accounts 8. Consideration of the annual result and resolution on the payment of dividend The Board of Directors proposes that no dividend be distributed for the financial year 2009. 9. Resolution on the discharge of the members of the Board of Directors, the CEO and his deputy from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board of Directors' Nomination and Compensation Committee proposes that the remuneration for the members of the Board of Directors be kept unchanged, i.e. that the Chairman be paid EUR 76.500, the Vice Chairman EUR 64.500 and ordinary members EUR 50.400 per year. In addition, a fee of EUR 500 be paid for each meeting of the Board of Directors and its committees. The Committee further proposes that approximately one half of the annual remuneration be paid in the company's B-class shares to be acquired from public trading. 11. Resolution on 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. 12. Election of members of the Board of Directors The Board of Directors' Nomination and Compensation Committee proposes that board members Martti Asunta, Kari Jordan, Kai Korhonen, Liisa Leino, Juha Niemelä, Antti Tanskanen and Erkki Varis be re-elected as members and that Kirsi Komi, L.L.M. and Mikael Aminoff, M.Sc.(For) be elected as new members of the Board of Directors. Ms Komi acts (until 30 April 2010) as General Counsel and member of the Executive Board of Nokia Siemens Networks while Mr Aminoff is, among other things, a member of the Board of Directors of Metsäliitto Cooperative. The term of office of board members shall expire at the end of the next Annual General Meeting. 13. Resolution on the remuneration of the auditor The Board of Directors proposes, based on the Audit Committee's recommendation, that a fee in accordance with the auditor's invoice be paid to the auditor. 14. Election of auditor The Board of Directors proposes, based on the Audit Committee's recommendation, that PricewaterhouseCoopers Oy be re-elected as auditor. The auditor's term of office shall expire at the end of the next Annual General Meeting. 15. Board of Directors investigation on the merger of the company's share classes The Annual General Meeting held on 12 March 2009 instructed the Board of Directors to investigate possibilities to merge the company's A and B share classes with a view to bringing to the next general meeting a proposal that could get sufficient support. The Board has investigated the merger of the two share classes and concludes that, for the time being, there are no prerequisites to merge the share classes. Therefore, the Board of Directors does not bring to the Annual General Meeting a proposal on the merger of the company's share classes. 16. Closing of the meeting B. Documents of the general meeting The proposals of the Board of Directors and its committees relating to the agenda of the annual general meeting as well as this notice are available on the company's website at www.m-real.com <http://www.m-real.com/>. The annual report of M-real Corporation, including the company's annual accounts, the report of the Board of Directors, auditor's report and corporate governance statement, is available on the above-mentioned website no later than 3 March 2010. The proposals of the Board of Directors and its committees and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the company's website no later than on 7 April 2010. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder, who is on 12 March 2010 registered in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 19 March 2010 at 10.00 a.m. by giving a prior notice of participation. Such notice can be given as of 12 February 2010: a) on the company's website at www.m-real.com <http://www.m-real.com/>; b) by e-mail to AGM2010@m-real.com; c) by telephone to +358 10 4654190; or d) by mail to M-real Corporation, Legal Services/Karjalainen, P.O. Box 20, FI-02020 Metsä. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of such proxy representative. 2. Proxy representative and powers of attorney A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. Possible proxy documents should be delivered in originals to M-real Corporation, Legal Services/Karjalainen, P.O. Box 20, FI-02020 Metsä on the final date for registration at the latest. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request from his/her custodian bank, without delay, necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the general meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares wishing to participate in the general meeting to be temporarily entered into the shareholders' register of the company on 19 March 2010 by 10.00 a.m. at the latest. A shareholder, who is registered in the temporary shareholders' register, is concurrently registered for the meeting. 4. Other instructions and information Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting. The personal data given to the company is used only in connection with the general meeting and the processing of related registrations. On the date of this notice, the total number of shares in M-real Corporation is 36,339,550 A-shares and 291,826,062 B-shares carrying an aggregate of 1,018,617,062 votes. According to the Articles of Association each A share carries twenty (20) votes while each B share carries one (1) vote. In Espoo on 4 February 2010 M-REAL CORPORATION BOARD OF DIRECTORS [HUG#1380603] |
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