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2008-02-06 13:06:56 CET 2008-02-06 13:07:24 CET REGLERAD INFORMATION M-real - Notice to general meetingNotice of annual general meetingM-real Corporation Stock Exchange Release 6.2.2008 Notice is hereby given that the Annual General Meeting of M-real Corporation will be held on Thursday, 13 March 2008, at 3.00 p.m in Alminsali of the Finnish National Opera at the address Helsinginkatu 58, Helsinki (entrance on the Töölönlahti side). The agenda of the meeting includes the matters within the competence of the Annual General Meeting under Article 10 of the Articles of Association and Chapter 5, Paragraph 3 of the Companies Act as well as the matters stated in Item 5 of this notice of meeting: 1. Presentation of the financial statements, report of the Board of Directors and auditors' report 2. Adoption of the financial statements 3. Consideration of the result for the financial year and dividend The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.06 per share be paid for the financial year 2007. The dividend will be paid to shareholders who on the record date 18 March 2008, have been entered in the company's Shareholders Register kept by the Finnish Central Securities Depository Ltd. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 27 March 2008. 4. Granting of release from liability to the members of the Board of Directors, the chief executive and the chief executive's deputy 5. Amending the Articles of Association The Board of Directors proposes to the Annual General Meeting that the Articles of Association of the company shall be amended as follows: * 4 § (Share Capital): Stipulation on the minimum and maximum share capital shall be deleted. In addition, the record date provisions of the book-entry system shall be deleted. * 5 § (Par value): The entire section concerning par value of company's share shall be deleted. * 10 § (Matters decided by the Shareholders Meeting): Section shall be changed to correspond to the wordings of the new Companies Act. * 11 § (Board of Directors): The maximum number of board members shall be changed to ten (10) instead of eight (8). * 14 § (Auditor): Section shall be changed so that the company shall have one auditor, which shall be an auditing company approved by the Central Chamber of Commerce. The auditors' term of office shall expire at the end of the Annual General Meeting next following the election. In addition, the numbering of the Articles of Association shall be amended accordingly and other technical changes made as required by the amendments. 6. Remuneration of members of the Board of Directors The Board of Directors' Nomination Committee proposes to the Annual General Meeting that the remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman shall be paid EUR 6,375/month, Vice Chairman EUR 5,375/month and ordinary members EUR 4,200/month. In addition, a fee of EUR 500 shall be paid for each meeting of the Board of Directors and its committees. 7. The number of members of the Board of Directors The Board of Directors' Nomination Committee proposes to the Annual General Meeting that the number of members of the Board of Directors shall be kept unchanged at eight (8) members. 8. Election of the members of the Board of Directors The Board of Directors' Nomination Committee proposes to the Annual General Meeting that Board members Mr. Heikki Asunmaa, Mr. Kari Jordan, Mr. Erkki Karmila, Mr. Runar Lillandt, Mr. Juha Niemelä and Mr. Antti Tanskanen be re-elected as members and Mr. Martti Asunta and Mr. Kai Korhonen elected as new members of the Board of Directors for the next term of office that will continue until the end of the next Annual General Meeting. 9. Auditor's fee The Board of Directors proposes in accordance with the Audit Committee's recommendation that a fee in accordance with the auditor's invoice shall be paid to the auditor who is elected by the Annual General Meeting. 10. Election of the auditor According to the proposed new Articles of Association of M-real Corporation, the company shall have one auditor, which shall be an auditing company approved by the Central Chamber of Commerce. The auditors' term of office shall expire at the end of the Annual General Meeting next following the election. The Board of Director proposes in accordance with the Audit Committee's recommendation that PricewaterhouseCoopers Oy, with Göran Lindell, Authorized Public Accountant, acting as principal auditor be elected as auditor. Public posting of documents The financial statement documents and the Board of Directors' proposals are available for public inspection at the company's head office at the address Revontulentie 6, 02100 Espoo, for one week before the Annual General Meeting. Copies of these documents will be sent to shareholders upon request. Right to participate in and vote at the Annual General Meeting Those shareholders are entitled to participate in the Annual General Meeting who 1) have been entered in the Shareholders Register kept by Finnish Central Securities Depository Ltd by Monday, 3 March 2008, and 2) who have registered for the Annual General Meeting no later than 4.00 p.m. on Monday, 10 March 2008. Registration to the Shareholders Register A shareholder in whose name the shares are recorded is automatically entered in the company's Shareholders Register. A nominee-registered shareholder can be temporarily entered in the company's Shareholders Register in order to participate in the Annual General Meeting, provided this is done by 3 March 2008. Registration for the Annual General Meeting Shareholders can register for the Annual General Meeting either by telephone on +358 1046 54530, telefax on +358 1046 54529 or by email at the address eija.niittynen@m-real.com, or in writing at the address M-real Oyj, Eija Niittynen, P.O. Box 20, FI-02020 Metsä, Finland. Advance delivery of proxies A proxy entitling an authorized person to vote on behalf of a shareholder at the Annual General Meeting must be delivered to the above-mentioned address before the close of the registration period at 4.00 p.m. on Monday, 10 March 2008. Espoo, 6 February 2008 M-real Corporation Board of Directors |
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