Metsä Board Oyj — AGM Information 2021

Feb 24, 2021

Metsä Board Corporation: Notice to General Meeting

Metsä Board Corporation: Notice to General Meeting

Metsä Board Corporation Notice to Annual General Meeting 24 February 2021 at
8:00 a.m. EET

NOTICE TO GENERAL MEETING

Notice is given to the shareholders of Metsä Board Corporation to the Annual
General Meeting to be held on Thursday 25 March 2021 at noon at the Company’s
headquarters at Revontulenpuisto 2, Espoo. Shareholders and their proxy
representatives may participate in the meeting and exercise their rights as
shareholders only through voting in advance as well as by making
counterproposals and presenting questions in advance. Instructions for
shareholders are presented in this notice under section C as well as on the
Company’s website. Shareholders or their representatives may not physically
participate in the meeting.

The Board of Directors has, pursuant to a temporary amendment to the Companies
Act (677/2020) approved by the Finnish parliament on 16 September 2020 and which
became effective on 3 October 2020, decided to apply an exceptional meeting
procedure. To restrict the spreading of Covid-19 pandemic and to allow for the
safety of the Company’s employees, shareholders and other stakeholders, the
Company has decided to take special actions facilitated by the temporary
amendment act.

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 during week 10 before the end of advance registration and
voting.

1. 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.

1. 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
Juhani Pitkänen, secretary to the Board of Directors of the Company. In case Mr
Pitkänen 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.

1. Recording the legality of the meeting

2. 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
Euroclear Finland Oy.

1. Presentation of the annual accounts, the report of the Board of Directors and
   the auditor’s report for the year 2020

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 24 February 2021
and which is available on the Company‘s website, shall be deemed to have been
presented to the general meeting. CEO Mika Joukio’s presentation will be
published on the Company’s website during week 10 before the end of advance
registration and voting.

1. Adoption of the annual accounts

2. Consideration of the annual result and resolution on the payment of dividend

The Board of Directors proposes that a dividend of 0.10 euros per share (in
total 35,551,274.60 euros) be distributed for the financial year 2020, and
further that 0.16 euros per share (in total 56,882,039.40 euros) be distributed
from the unrestricted equity reserve, altogether 0.26 euros per share. The
proposed dividend and distribution from the unrestricted equity reserve
correspond to approximately 92.5 million euros funds distribution.

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 90,228,091.07 euros
(approximately 0.2538 euros per share), and distribution from the unrestricted
equity reserve in total 2,205,222.89 euros (approximately 0.0062 euros per
share), altogether 92,433,313.96 euros (0.26 euros per share) be distributed,
hence the aggregate level of funds distribution remains unchanged.

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, 29 March 2021, are recorded in the shareholders’ register held by
Euroclear Finland Ltd. The distribution is proposed to be paid on 7 April 2021.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO

2. Adoption of the Remuneration Report

The Board of Directors proposes that the Annual General Meetings adopts the
Remuneration Report. As participation in the general meeting is possible only by
voting in advance, the Remuneration Report published and made available on the
Company’s website, is deemed to have been presented to the general meeting. The
Chairman’s review, including a review of the Remuneration Policy and Report,
will be published on the Company’s website during week 10 before the end of
advance registration and voting.

1. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes to the
Annual General Meeting that the annual remuneration for the members of the Board
of Directors be kept 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
the committee proposes that a fee of EUR 800, an increase from the current EUR
700, be paid for each attended meeting of the Board of Directors and its
Committees. The Committee additionally proposes that one half of the annual
remuneration be paid in the company’s B-class shares to be acquired from public
trading between 1 and 30 April 2021 (or at such first available time when the
transaction can be executed under applicable law), and that the transfer of
shares be restricted for a two-year period. The Committee finally proposes that
an additional monthly remuneration of EUR 800 be paid to the Audit Committee
Chairman.

1. Resolution on 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).

1. Election of members of the Board of Directors

The Board of Directors' Nomination and Compensation Committee proposes that
current board members Hannu Anttila, Ilkka Hämälä, Kirsi Komi, Jussi Linnaranta,
Jukka Moisio, Timo Saukkonen and Veli Sundbäck be re-elected, and that M.Sc.
(Econ), APA Raija-Leena Hankonen and M.Sc. (Econ) Erja Hyrsky be elected as new
members. Further information on proposed members and their independence is
available on the Company’s website at www.metsaboard.com/AGM2021. The term of
office of board members expires at the end of the next Annual General Meeting.

1. 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.

1. Election of auditor

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

1. 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/AGM2021. The Remuneration Report and the annual report of
Metsä Board Corporation, including the Company’s annual accounts, the report of
the Board of Directors and the audit report is available on the above website.
Copies of the annual report will be sent to shareholders upon request. The
minutes of the meeting will be available on the Company’s website no later than
on 8 April 2021.

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 15 March 2021 registered in the shareholders’
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders’ register of the Company. A shareholder 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. Notice of participation and voting in advance

The registration period and advance voting period commence on 2 March 2021 at 10
a.m. EET, after the deadline for delivering counterproposals to be put to a vote
has expired. A shareholder, who is registered in the Company’s shareholders’
register and who wishes to participate in the general meeting by voting in
advance, must register for the general meeting by giving a prior notice of
participation and by delivering his/her votes no later than on 18 March 2021 at
4 p.m. EET, by which time the notice and votes must be received. When
registering, requested information such as the name, personal identification
number or company identification number, address and telephone number of the
shareholder, as well as requested information on a possible proxy representative
(name, personal identification number), must be notified. The personal data
submitted to Euroclear Finland Ltd. will be used only in connection with the
general meeting and with the processing of related registrations.

Shareholders with a Finnish book-entry account can register and vote in advance
on certain matters on the agenda during the period 2 March 2021 at 10 a.m.
EET–18 March 2021 at 4 p.m. EET in the following manners:

a. electronically via the Company’s website at www.metsaboard.com/AGM2021.
Electronic registration and voting requires the submission of a personal
identity code or business identity code and the shareholder’s book-entry account
number. When logging into Euroclear Finland Ltd.’s website, private persons will
be required to identify themselves by means of online banking codes or a mobile
certificate. 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 Euroclear Finland Ltd., Yhtiökokous, P.O. Box 1110, 00101
Helsinki or

by e-mail to yhtiokokous@euroclear.eu.

The voting instructions form is available on the Company’s website from 2 March
2021 onwards. A representative of a shareholder must in connection with
delivering the voting form 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
delivering votes in advance to Euroclear Finland Ltd., the delivery of the votes
shall constitute due registration for the general meeting, provided that
necessary information is provided. The terms and other instructions concerning
the voting by mail or e-mail are available on the Company’s website at
www.metsaboard.com/AGM2021.

1. 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 2 March 2021 after the deadline for delivering
counterproposals to be put to a vote has expired. Possible proxy documents are
requested to be mailed to Euroclear Finland Ltd., Yhtiökokous, P.O. Box 1110,
00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu before the expiry of the
deadline for registrations, at which time the proxy documents must be received.

1. 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 15 March 2021
would be entitled to be registered in the shareholders’ register of the company
held by Euroclear Finland Oy. The right to participate requires, in addition,
that the shareholder on the basis of such shares has been registered in the
temporary shareholders’ register held by Euroclear Finland Ltd. by  22 March
2021 at 10 a.m. EET, at the latest. As regards nominee registered shares this
constitutes due registration for the general meeting.

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.

1. 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 1 March 2021 at 4 p.m. EET.
Shareholders making a counterproposal must in connection with delivering the
counterproposal present evidence of his/her shareholdings. The counterproposal
will be considered at the general meeting, provided that the relevant
shareholders have the right to participate in the meeting and that the
shareholders hold shares corresponding to at least one hundredth of all of the
shares in the Company on the record date of the meeting. If the counterproposal
will not be taken up for consideration at the general meeting, the votes given
in favor of the counterproposal will not be taken into account. The Company
publishes possible counterproposals to be put to a vote on the Company‘s website
www.metsaboard.com/AGM2021 by no later than 2 March 2021.

A shareholder may present questions pursuant to Chapter 5, Section 25 of the
Finnish Companies Act until 11 March 2021 by e-mail to
AGM.metsaboard@metsagroup.com or by mail to Metsä Board Corporation, Group
management/Nenonen, P.O. Box 20, 02020 Metsä. Such questions by shareholders,
management’s responses to such questions as well as counterproposals other than
those to be put to a vote are available on the on the Company‘s website at
www.metsaboard.com/AGM2021 no later than on 16 March 2021. As a prerequisite for
presenting questions or counterproposals, a shareholder must present sufficient
evidence to the Company of his/her shareholdings.

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/AGM2021.

On the date of this notice, the total number of shares in Metsä Board
Corporation is 32,887,151 A shares and 322,625,595 B shares carrying an
aggregate of 980,368,615 votes. According to the Articles of Association each A
share carries twenty (20) votes while each B share carries one (1) vote. On the
date of this invitation the Company did not hold any treasury shares.

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 24 February 2021

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.
We focus on lightweight and high-quality folding boxboards, food service boards
and white kraftliners. The pure fresh fibres we use in our products are a
renewable resource, traceable to origin in sustainably managed northern forests.
We are a forerunner in sustainability, and  we aim for completely fossil free
mills and raw materials by 2030.
Together with our customers we develop innovative packaging solutions to create
better consumer experiences with less environmental impact. In 2020, our sales
totalled EUR 1.9 billion, and we have about 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=PLF6CD152
EF0DA1E61) Instagram (https://www.instagram.com/metsaboard/?cm_medium=test)