Metsä Board Corporation’s Annual General Meeting was held on Thursday 24 March 2022 at the company's headquarters at Revontulenpuisto 2, Espoo. The General Meeting was held in reliance on a temporary amendment to the Companies Act (375/2021) such that participation in the meeting and the exercise of shareholders rights was possible only through voting in advance as well as by making counterproposals and presenting question in advance, all in accordance with given guidelines. The General Meeting supported all the proposals of the Board of Directors and its Nomination and Compensation Committee with at least 97.3% of the votes cast in favour.
Resolutions of Annual General Meeting
Annual accounts and distribution of profit
The general meeting approved the company's financial statements for the financial year 2021 and decided that a dividend of 0.41 euros per share be paid. The distribution shall be paid to shareholders who on the record date for the dividend payment, 28 March 2022, are recorded in the company's shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on 7 April 2022.
The dividend exceeds the minority dividend referred to in Section 7 of Chapter 13 of the Companies Act.
Discharge from liability
The general meeting resolved to discharge the members of the Board and the CEO from liability.
The General Meeting resolved in an advisory vote that the Remuneration Report for 2021 shall be adopted. The Remuneration Report was published as a stock exchange release and made available on the company’s website on 23 February 2022.
Remuneration of members of the Board of Directors
The General Meeting resolved to increase the annual remuneration for the members of the Board of Directors such that the Chair is paid EUR 99,000, Vice Chair EUR 85,000 and ordinary members EUR 67,000 annually. In addition, it was resolved to keep the meeting fees unchanged at EUR 800 for each attended meeting of the Board of Directors and its Committees. The General Meeting resolved that approximately one half of the annual remuneration is paid in the company’s B-class shares to be acquired from public trading between 1 and 30 April 2022 (or at such first available time when the transaction can be executed under applicable law), and that the transfer of shares is restricted for a two-year period. Finally, the Chair of the Audit Committee is paid an additional monthly remuneration of EUR 900.
The number of members of the Board of Directors
The General Meeting fixed the number of members of the Board of Directors to nine (9) members.
Composition of the Board of Directors
The General Meeting elected as board members Hannu Anttila, Raija-Leena Hankonen-Nybom, Erja Hyrsky, Ilkka Hämälä, Jussi Linnaranta, Jukka Moisio, Timo Saukkonen, Veli Sundbäck, and that M.Soc.Sc. (Econ) Mari Kiviniemi was elected as a new member.
Mari Kiviniemi is Finland’s former Prime Minister, minister, a long-time Member of Parliament and OECD’s Deputy Secretary General. She has since 2019 acted as the Managing Director of the Finnish Commerce Federation. She is independent of both the company and its significant shareholders. Further information on Board members is available on this website.
The term of office of the Board members will continue until the end of the next Annual General Meeting.
Remuneration of the Auditor
The General Meeting resolved that the auditor's fee will be paid according to auditor's reasonable invoice as approved by the Company,
The General Meeting elected auditing firm KPMG Oy Ab as the company's auditor with Kirsi Jantunen, Authorised Public Accountant, as the responsible auditor. The Board of Directors' proposal was based on a tendering for audit services carried out by the Audit Committee in 2021. The auditor’s term of office expires at the end of the next Annual General Meeting.
Authorisation to issue shares and special rights entitling to shares
The General Meeting authorised 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:
The authorisation applies to B-shares. By virtue of the authorisation the Board is entitled to issue up to 35,000,000 new B-series shares, including shares to be issued pursuant to rights entitling to shares. The number of shares corresponds to approximately 10 per cent of all current shares.
Shares can be issues or transferred in deviation of shareholders’ pre-emptive subscription right in case there are weighty reasons from the company’s perspective. Such reasons can include the use of shares in corporate transactions, investment financing or as part of the company’s share-based incentive plan. New shares can be issued and company held shares transferred against payment or free of charge. A directed share issue can be free of charge only if there are from the company’s and all shareholders’ perspective particularly weighty reasons. The Board would decide on all terms and conditions of share issues and the issues of special rights.
This authorisation is effective until 30 June 2023. The authorisation issued by the Annual General Meeting on 23 March 2017 to issue shares or special rights as defined in §1 of Chapter 10 of the Companies Act terminated on 23 March 2022.
Authorisation to acquire own shares
The General Meeting authorised the Board to decide on the acquisition of the company’s own shares as follows:
The number of shares to be acquired based on the authorisation shall not exceed 1,000,000 B-shares, which corresponds to approximately 0.3 per cent of all current shares. Shares can, pursuant to the authorisation, be acquired only with unrestricted equity. Shares can be acquired at prevailing market price on the acquisition day or otherwise at market price. Own shares can be acquired other than in proportion to shares held by shareholders (directed share acquisition). Shares can be acquired to be used to pay for Board remuneration or in connection with the company’s incentive plans. This authorisation is effective until 30 June 2023.