Metsä Board Oyj - Decisions of general meeting

Resolutions of the Metsä Board Corporation’s Annual General Meeting

Metsä Board Corporation Stock Exchange Release 23 March 2017 at 5.15 pm EET

The Annual General Meeting of Metsä Board Corporation held today 23 March 2017
adopted the following resolutions: 

Annual accounts

The Annual General Meeting approved the company’s financial statements for the
financial year 2016 and decided to distribute a dividend of 0.19 euros per
share. The dividend shall be paid to shareholders who on the record date for
the dividend payment, 27 March 2017, are recorded in the company’s
shareholders’ register held by Euroclear Finland Ltd. The dividend shall be
paid on 3 April 2017. 

Remuneration of members of the Board of Directors

The Annual General Meeting resolved to increase the annual remuneration of the
members of the Board of Directors by approximately 8 per cent such that the
Chairman be paid EUR 95,000, the Vice Chairman EUR 80,000 and ordinary members
EUR 62,500 per year. In addition, a fee of EUR 700 is paid for each attended
meeting of the Board of Directors and its Committees. Approximately one half of
the remuneration is paid in the company’s B-series shares to be acquired from
public trading. The Annual General Meeting resolved to restrict the transfer of
such shares for a period of two years. Further, the Chairman of the Audit
Committee is paid an additional monthly remuneration of EUR 800. 

Discharge from liability

The Annual General Meeting resolved to discharge the members of the Board and
the CEO from liability. 

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:
Martti Asunta, M.Sc. (Forestry), Kari Jordan, M.Sc (Economics), Kirsi Komi,
LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino, M. Edu., Jussi
Linnaranta, M.Sc (Agriculture), Juha Niemelä, M.Sc (Economics), Veli Sundbäck,
LL.M. and Erkki Varis, M.Sc. (Technology). The term of office of the Board
members continues until the end of the next Annual General Meeting. 

At its organizing meeting the Board of Directors elected Kari Jordan as its
Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to
organise the Board committees as follows: the members of the Audit Committee
are Kirsi Komi, Kai Korhonen, Veli Sundbäck and Erkki Varis and the members of
the Nomination and Compensation Committee are Martti Asunta, Kari Jordan, Liisa
Leino, Jussi LInnaranta and Juha Niemelä. 

Auditor

The Annual General Meeting elected auditing firm KPMG Oy Ab as the company’s
auditor with Raija-Leena Hankonen, Authorised Public Accountant, as the
responsible auditor. The auditor’s term of office expires at the end of the
next Annual General Meeting. The Annual General Meeting resolved that the
auditor’s fee will be paid according to auditor’s reasonable invoice as
approved by the company. 

Share issue authorization

The Annual General Meeting decided to authorize the Board to decide on a share
issue and the issue of special rights entitling to shares as defined in §1 of
Chapter 10 of the Companies Act as follows. By virtue of the authorization the
Board is entitled to issue up to 35,000,000 new B-series shares corresponding
to approximately 10 per cent of all current shares. The Board will decide on
all terms and conditions of share issues and the issues of special rights. The
authorization covers both the issuance of new shares and the transfer of own
shares. A share issue or the issue of special rights may be executed in
deviation of the shareholders pre-emptive rights to subscribe for new shares
(directed share issue). This authorization superseded the Board authorization
issued by the General Meeting in 2012. This authorization shall be effective
until 23 March 2022. 



METSÄ BOARD CORPORATION



Further information:

Jussi Noponen, CFO, tel. +358 10 465 4913
Katri Sundström, Head of Investor relations, tel. +358 400 976 333



www.metsaboard.com

Metsä Board is a leading European producer of folding boxboards and white
linerboards made from fresh forest fibres. Its lightweight paperboards are
developed as the perfect fit for consumer goods, retail-ready and food service
packaging. The pure fresh forest fibres Metsä Board uses are a renewable
resource, traceable to origin in northern forests. 

The global sales network of Metsä Board supports customers worldwide, including
brand owners, converters and merchants. In 2016, the company’s sales totalled
EUR 1.7 billion, and it has approximately 2,500 employees. Metsä Board, part of
Metsä Group, is listed on the Nasdaq Helsinki.