Metsä Board Corporation Stock exchange release Notice to Annual General Meeting
Notice is given to the shareholders of Metsä
The Board of Directors has, pursuant to a temporary amendment to the Companies Act (290/2020) approved by the Finnish parliament on
A. Matters on the agenda of the General Meeting
The following matters will be considered at the general meeting:
1. Opening of the meeting
A review by the Chairman of the Board will be recorded and published on the Company's website on the meeting day at the latest.
2. Calling the meeting to order
The Chairman of the Meeting will be Seppo Kymäläinen, attorney-at-law. In case Mr Kymäläinen would not be available to act as the Chairman of the meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chairman.
3. Election of persons to check the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be Petrus Pöytäniemi, L.L.M. In case Mr Pöytäniemi would not be able to act as the person to confirm the minutes and to verify counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the AGM under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
As participation in the AGM is possible only in advance, the annual report, including the annual accounts, the report of the Board of Directors and the auditor's report, which has been published by the Company on
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
The proposal of the Board of Directors is subject to the general meeting not deciding on a minority dividend referred to in Section 7 of Chapter 13 of the Companies Act. Should the general meeting however decide to distribute a minority dividend, the proposed dividend and distribution from the unrestricted equity reserve are not distributed but instead the Board of Directors proposes that a dividend equal to the minority dividend, in total
The total funds distribution primarily proposed by the Board of Directors exceeds the level of minority dividend referred to in Section 7 of Chapter 13 of the Companies Act. Since the share of dividend of the entire proposed funds distribution is below the level of minority dividend, shareholders have a right to require the distribution of a minority dividend. A minority dividend must be distributed when supported by shareholders representing at least 1/10 of all shares. A shareholder requiring minority dividend can in the advance voting cast a vote on the Board of Directors' proposal as well as require minority dividend, hence a counterproposal is not required. By requiring minority dividend a shareholder cannot increase the total amount of funds distribution in excess of the proposal made by the Board of Directors, but only affect the balance between dividend and distribution from the unrestricted equity reserve.
The distribution will be paid to shareholders who on the record date for the distribution,
9. Resolution on the discharge of the members of the Board of Directors and the CEO
10. Review of the Remuneration Policy
As participation in the general meeting is possible only by voting in advance, the Remuneration Policy published and made available on the Company's website, is deemed to have been presented to the general meeting. Chairman's review, including a review of the Remuneration Policy, will be published on the Company's website on the meeting day at the latest. A decision on the Remuneration Policy is of consultative nature.
11. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors'
12. Resolution on the number of members of the Board of Directors
The Board of Directors'
13. Election of members of the Board of Directors
The Board of Directors'
14. 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.
15. Election of auditor
The Board of Directors proposes, based on the Audit Committee's recommendation, that auditing company
16. 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/AGM2020. The Remuneration Policy and the annual report of Metsä
C. Instructions to the participants of the General Meeting
Metsä Board takes the Covid-19 threat seriously and wants to secure a safe meeting for the Company's shareholders and employees. The Annual General Meeting is arranged such that it is not possible for shareholders or their representatives to participate at the meeting venue in person. It is also not possible for shareholders or their representatives to participate via real-time technical connection. Shareholders and their representatives can only participate in the general meeting and use their rights by voting, making counterproposals or presenting questions in advance by following the below instructions.
1. Shareholders registered in the shareholders' register
Each shareholder, who is on
2. Notice of participation and voting in advance
The registration period and advance voting period commence on
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period
a. electronically via the Company's website at www.metsaboard.com/AGM2020. The shareholder's book-entry account number is required for the electronic advance voting. Terms and instructions for electronic advance voting are available on the website; or
b. by mail or e-mail by sending the voting instructions form available on the Company's website to
by e-mail to yhtiokokous@euroclear.eu.
The voting instructions form is available on the Company's website from
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. Also a proxy representative must vote in advance. 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. If a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration. A template proxy document is available on the Company's website on
4. 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
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 shall 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.
5. Other instructions and information
Shareholders holding at least one hundredth of all of the shares in the Company have the right to make a counterproposal to the resolution proposals on the agenda of the general meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to AGM.metsaboard@metsagroup.com by no later than
A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until
The information concerning the general meeting required under the Companies Act and the Securities Markets Act is, pursuant to Section 18,3 of Chapter 5 of the Companies Act, available on the Company's website at www.metsaboard.com/AGM2020.
On the date of this notice, the total number of shares in Metsä
Changes in shareholdings occurring after the record date of the general meeting will not affect the right to participate in the general meeting or the number of votes of such shareholder at the general meeting.
In Espoo on
METSÄ BOARD CORPORATION
BOARD OF DIRECTORS
Metsä Board
www.metsaboard.com (https://www.metsaboard.com/Pages/default.aspx)
Metsä Board is a leading European producer of premium fresh fibre paperboards and forerunner in sustainability. We produce premium lightweight folding boxboards, food service boards and white kraftliners for consumer goods packaging as well as retail-ready and food service applications. We work together with our customers on a global scale to innovate solutions for better consumer experiences with less environmental impact. The pure fresh fibres Metsä Board uses are a renewable resource, traceable to origin in sustainably managed northern forests. We aim for completely fossil free mills and raw materials by 2030.
The global sales network of Metsä Board supports customers worldwide, including brand owners, retailers, converters and merchants. In 2019, the company's sales totalled EUR 1.9 billion, and it has approximately 2,400 employees. Metsä Board, part of Metsä Group, is listed on the Nasdaq Helsinki.
Follow Metsä Board: Twitter (https://twitter.com/MetsaBoard) LinkedIn (http://www.linkedin.com/company/mets-board?trk=top_nav_home) YouTube (https://www.youtube.com/playlist?list=PLF6CD152EF0DA1E61) Instagram (https://www.instagram.com/metsaboard/?cm_medium=test)
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