Metsä Board Oyj — AGM Information 2020

Apr 29, 2020

Metsä Board Corporation's Board and Committee proposals to the Annual General Meeting

Metsä Board Corporation's Board and Committee proposals to the Annual General Meeting

Metsä Board Corporation Stock Exchange Release 29 April 2020 at 9.30 a.m. EEST

Metsä Board Corporation announced on 19 March 2020 its decision to cancel the
Annual General Meeting convened for 26 March 2020. Metsä Board has thereafter
carefully monitored the development of Covid-19 and plans to hold its Annual
General Meeting on 11 June 2020. The Notice to the meeting, including guidelines
and procedures relating to the meeting will be published later, however three
weeks before the meeting at the latest.

The Board of Directors and its Committees have decided not to amend the
proposals already made to the Annual General Meeting. As a result then Board of
Directors and its Committees propose as follows:

Financial statements

It is proposed that the financial statements and the consolidated financial
statements be adopted by the Annual General Meeting.

Consideration of the result for the financial year and dividend

The Board of Directors proposes that, for the financial year 1 January–31
December 2019, a dividend of 0.10 euros per share be paid and, further, that
0.14 euros per share be distributed from the unrestricted equity reserve,
altogether 0.24 euros.

The distribution will be paid to shareholders who on the record date for the
distribution, 15 June 2020, are recorded in the shareholders’ register held by
Euroclear Finland Ltd. The distribution is proposed to be paid on 24 June 2020.

Remuneration of the auditor

The Board of Directors proposes, in accordance with 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.

Election of the auditor

The Board of Directors proposes, based on the Audit Committee’s recommendation
that KPMG Oy Ab be elected as auditor with Kirsi Jantunen as responsible
auditor. The auditor’s term of office shall expire at the end of the next Annual
General Meeting.

Remuneration of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes that the
annual remuneration for the members of the Board of Directors be kept unchanged
such that the Chairman would be paid EUR 95,000, Vice Chairman EUR 80,000 and
ordinary members EUR 62,500 annually and further that a fee of EUR 700 be paid
for each attended meeting of the Board of Directors and its Committees. The
Committee further proposes that approximately one half of the annual
remuneration be paid in the Company’s B-class shares to be acquired from public
trading between 15 and 30 June 2020 (or when such transaction can be executed
under applicable law), and that the transfer of such shares would be restricted
for a period of two years. The Committee finally proposes that an additional
remuneration of EUR 800 be paid to the Audit Committee Chairman.

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.

Composition of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the
Annual General Meeting that current Board members Hannu Anttila, Ilkka Hämälä,
Kirsi Komi, Kai Korhonen, Liisa Leino and Veli Sundbäck be re-elected and that
M.Sc. (Econ), MBA Jukka Moisio and M.Sc. (Agriculture and Forestry) Timo
Saukkonen be elected as new members. Further information on existing and
proposed Board members is available on the company’s website.

The term of office of the Board members will continue until the end of the next
Annual General Meeting.

METSÄ BOARD CORPORATION

Board of Directors

Further information:
Katri Sundström, VP, Investor Relations, tel. +358 10 462 0101
Juhani Pitkänen, Secretary to the Board, Metsä Board, tel. +358 10 465 5240

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
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