Metsä Board Oyj — AGM Information 2019

Mar 28, 2019

Resolutions of the Metsä Board Corporation’s Annual General Meeting

Resolutions of the Metsä Board Corporation’s Annual General Meeting

Metsä Board Corporation Stock Exchange Release 28 March 2019 at 4.50 pm EET
The Annual General Meeting of Metsä Board Corporation held today the 28th of
March 2019 adopted the following resolutions:

Annual accounts and distribution of profits

The Annual General Meeting approved the company’s financial statements for the
financial year 2018 and decided that a dividend of 0.10 euros per share be paid
and, further, that 0.19 euros per share be distributed from the unrestricted
equity reserve, altogether 0.29 euros.The distribution shall be paid to
shareholders who on the record date for the dividend payment, 1 April 2019, are
recorded in the company’s shareholders’ register held by Euroclear Finland Ltd.
The dividend shall be paid on 9 April 2019.

Remuneration of members of the Board of Directors

The Annual General Meeting resolved to keep the remuneration of the members of
the Board of Directors unchanged 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: Hannu
Anttila, M.Sc (Economics), Martti Asunta, M.Sc. (Forestry), Ilkka Hämälä, M.Sc.
(Technology), Kirsi Komi, LL.M., Kai Korhonen, M.Sc. (Technology), Liisa Leino,
M. Edu., Jussi Linnaranta, M.Sc (Agriculture), Juha Niemelä, M.Sc (Economics),
and Veli Sundbäck, LL.M. 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 Ilkka Hämälä as its
Chairman and Martti Asunta as its Vice Chairman. The Board further resolved to
organize the Board committees as follows: the members of the Audit Committee are
Hannu Anttila, Kirsi Komi, Kai Korhonen and Veli Sundbäck and the members of the
Nomination and Compensation Committee are Martti Asunta, Ilkka Hämälä, Liisa
Leino, Jussi Linnaranta and Juha Niemelä.

Auditor

The Annual General Meeting elected auditing firm KPMG Oy Ab as the company’s
auditor with Kirsi Jantunen, Authorized 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.

Amendment of Articles of Association

The Annual General Meeting decided to amend paragraphs 12 and 14 of the Articles
of Association as follows: §14 of the Articles of Association was clarified and
amended such that a shareholder requesting a share conversion is responsible for
related costs while §12 of the Articles of Association was amended to reflect
regulations on auditor supervision and also clarified such that a responsible
auditor shall hold an APA qualification.

METSÄ BOARD CORPORATION
Further information:

Juhani Pitkänen, Secretary to the Board, tel. +358 10 465 5240
Katri Sundström, Head of Investor Relations, tel. +358 400 976 333
Metsä Board

www.metsaboard.com

Metsä Board is a leading European producer of premium fresh fibre paperboards
including folding boxboards, food service boards and white kraftliners. Our
lightweight paperboards are developed to provide better, safer and more
sustainable solutions for consumer goods 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.

The global sales network of Metsä Board supports customers worldwide, including
brand owners, retailers, converters and merchants. In 2018, 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.

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