Metsä Board Oyj - Notice to general meeting

Notice to Annual General Meeting of Metsä Board Corporation on 23 March 2016 at 3 p.m.

Metsä Board Corporation Notice to General Meeting, 3 February 2016 at 12:15 EET

Notice is given to the shareholders of Metsä Board Corporation to the Annual
General Meeting to be held on Wednesday 23 March 2016 at 3.00 p.m. at the
Finlandia Hall, Congress Wing Hall A, at Mannerheimintie 13e, Helsinki. 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 of the Board

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 2015 

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 a dividend of 0.17 euros per share be
distributed for the financial year 2015. The dividend shall be paid to
shareholders who on the record date for the dividend payment, 29 March 2016,
are recorded in the shareholders’ register held by Euroclear Finland Ltd. The
dividend shall be paid on 5 April 2016. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEOs 

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the
Annual General Meeting that the annual remuneration for the members of the
Board of Directors be kept unchanged, i.e. the Chairman be paid EUR 88,000, the
Vice Chairman EUR 74,200 and ordinary members EUR 58,000 per year. In addition,
a fee of EUR 600 would be paid for each 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. The Committee finally proposes that an additional monthly remuneration
of EUR 800 be paid to the Audit Committee Chairman. 

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 Mikael Aminoff, Martti Asunta, Kari Jordan, Kirsi Komi, Kai
Korhonen, Liisa Leino, Juha Niemelä, Veli Sundbäck and Erkki Varis be
re-elected. Further information on proposed members and their independence is
available at the company’s website at www.metsaboard.com. 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 reasonable invoice, as approved by
the company, be paid to the auditor. 

14. Election of auditor

The Board of Directors proposes, based on the Audit Committee’s recommendation,
that auditing company KPMG Oy Ab be elected as auditor with APA Raija-Leena
Hankonen as responsible auditor. The auditor’s term of office shall expire at
the end of the next Annual General Meeting. 

15. Closing of the meeting


B. Documents of the General Meeting

The proposals for the decisions on the agenda of the Annual General Meeting as
well as this notice are available on the company’s website at
www.metsaboard.com. The annual report of Metsä Board Corporation, including the
company’s annual accounts, the report of the Board of Directors and the
auditor’s report is available on the above website no later than on 1 March
2016. Said documents are also available at the meeting. Copies of such
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 6 April 2016. 


C. Instructions to the participants of the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is on 11 March 2016 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 by 10.00 a.m. on 18 March 2016 at the latest by giving
a prior notice of participation. Such notice can be given as of 15 February
2016: 
a) on the company’s website at www.metsaboard.com;
b) by e-mail to metsaboard.AGM2016@metsagroup.com;
c) by telephone to +358 10 465 4102 on weekdays between 10 a.m. and 12 a.m.; or
d) by mail to Metsä Board Corporation, Legal Services/Suuronen, 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. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on 11 March
2016 would be entitled to be registered in the shareholders’ register of the
company held by Euroclear Finland Ltd. The right to participate requires, in
addition, that the shareholder on the basis of such shares has been registered
in the temporary shareholders’ register held by Euroclear Finland Ltd. at the
latest by 10 a.m. on 18 March 2016. As regards nominee registered shares this
constitutes due registration for the general meeting. 

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 by the above specified time at
the latest. 

3. 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 general meeting.
Possible proxy documents shall be delivered in original to Metsä Board
Corporation, Legal Services/Suuronen, P.O. Box 20, FI-02020 Metsä before the
last date for registration. 

4. Other instructions and information

Pursuant to chapter 5, paragraph 25 of the Company’s Act, a shareholder who is
present at a 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 Metsä Board
Corporation is 35,895,651 A-shares and 319,617,095 B-shares carrying an
aggregate of 1,037,530,115 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 3 February 2016

METSÄ BOARD CORPORATION
BOARD OF DIRECTORS

Attachments:

Metsa-Board-AGM-invitation-2016.pdf