M-real Corporation Stock Exchange Bulletin 6.2.2007
NOTICE OF ANNUAL GENERAL MEETING
A notice is hereby given that the Annual General Meeting of M-real
Corporation will be held in Finlandia Hall at the address
Mannerheimintie 13 e, 00100 Helsinki on Tuesday, 13 March 2007, at
3.00 p.m.
The agenda of the meeting includes the matters within the competence
of the Annual General Meeting under Article 10 of the Articles of
Association and Chapter 5, Paragraph 3 of the Companies Act as well
as the matter stated in Items 5 and 11 of this notice of meeting:
1. Presentation of the financial statements and auditors' report
2. Adoption of the financial statements
3. Consideration of the result for the financial year and dividend
payout
The Board of Directors has decided to propose to the Annual General
Meeting that a dividend of EUR 0.06 per share be paid for the
financial year 2006. The dividend will be paid to shareholders who on
the record date, 16 March 2007, have been entered in the company's
Shareholder Register kept by Finnish Central Securities Depository
Ltd. The Board of Directors proposes to the Annual General Meeting
that the dividend be paid out on 23 March 2007.
4. Granting of release from liability to the members of the Board of
Directors, the chief executive and the chief executive's deputy
5. Amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that
due to the new Companies Act the following provisions of the Article
6 of the Articles of Association regarding the share issue shall be
removed:
In case of an increase or decrease of the share capital within
the limits of the minimum capital and the maximum capital, the
increase shall issue or the decrease shall reduce the required
number of A Shares and B Shares in the former proportions.
However, a General Meeting of shareholders may with a majority
of votes of no less than two-thirds (2/3) decide that a new
issue to be carried out for one class of shares only.
When increasing the share capital, holders of A Shares and B
Shares have a priority right to subscribe only for new shares of
the corresponding class, unless a General Meeting of
Shareholders rules otherwise in a new issue with a majority
votes of no less than two-thirds (2/3).
Priority requirements corresponding the provisions of the Articles of
Association to be removed are included in the new Companies Act from
which a public limited liability company may not deviate in this
respect.
6. Emoluments of members of the Board of Directors
7. The number of members of the Board of Directors
The Board of Directors' Nomination Committee proposes to the Annual
General Meeting that the number of members of the Board of Directors
shall be kept unchanged.
8. Election of the members of the Board of Directors
The Board of Directors' Nomination Committee proposes to the Annual
General Meeting that Board members Heikki Asunmaa, Kim Gran, Kari
Jordan, Erkki Karmila, Runar Lillandt, Antti Tanskanen and Arimo
Uusitalo to be re-elected as a members and Juha Niemelä elected as a
new member of the Board of Directors for the next term of office that
will continue until the end of the next Annual General Meeting.
9. Auditors' fee
The Board of Director proposes in accordance with the Audit
Committees recommendation that a fee in accordance with the
auditor's invoice shall be paid to the auditor who is elected by the
Annual General Meeting.
10. Election of the auditor
According to M-real Corporation's Articles of Association, the
company shall have two regular auditors and two deputy auditors. The
regular auditors and deputy auditors must be auditors or firms of
independent public accountants authorised by the Central Chamber of
Commerce. The auditors' term of office shall be the company's
financial year during which they have been elected.
The Board of Director proposes in accordance with the Audit
Committees recommendation that that the following persons/firms be
elected as the company's auditors: Göran Lindell, Authorized Public
Accountant, and the firm of independent public accountants
PriceWaterhouseCoopers Oy, with Johan Kronberg, Authorized Public
Accountant, acting as Principal Auditor and Jouko Malinen and Markku
Marjomaa acting as deputy auditors.
11. Proposal for authorizing the Board of Directors to decide on
share issue and/or issue of convertible bond
The Board of Directors proposes that it be authorized for the time
being to decide on increasing the share capital through one or more
share issues and/or one or more issues of convertible bonds accordant
with the Chapter 10 of the Companies Act so that in the rights issue
or issue of convertible bonds, a total maximum of 58,365,212 Series B
shares of M-real Corporation with a nominal value of EUR 1.70 can be
subscribed for, and that the company's share capital can be increased
by a total maximum of 99,220,860.40 euros.
The authorization will entitle to deviate from the shareholders' pre-
emptive right to subscribe for new shares and/or issues of
convertible bonds and to decide on the subscription prices and other
terms and conditions. Shareholders' pre-emptive subscription rights
can be deviated from providing that there is a significant financial
reason for the company to do so, such as strengthening of the
company's balance sheet, making possible business structuring
arrangements or taking other measures for developing the company's
business operations.
Annual Report and public posting of documents
The financial statement documents and the Board of Directors'
proposal for amending the Articles of Association are available for
public inspection at the company's head office at the address
Revontulentie 6, 02100 Espoo, for one week before the Annual General
Meeting. Copies of these documents will be sent to shareholders upon
request.
Right to participate in and vote at the Annual General Meeting
Those shareholders are entitled to participate in the Annual General
Meeting who
1) have been entered in the Shareholder Register kept by Finnish
Central Securities Depository Ltd by Friday, 2 March 2007, and
2) who have registered for the Annual General Meeting no later
than 4.00 p.m. on Friday, 9 March 2007.
Registration in the Shareholder Register
A shareholder in whose name the shares are made out is automatically
entered in the company's Shareholder Register. A nominee-registered
shareholder can be temporarily entered in the company's Shareholder
Register in order to participate in the Annual General Meeting,
providing this is done by 2 March 2007.
Registration for the Annual General Meeting
Shareholders can register for the Annual General Meeting either by
telephone on +358 1046 94530, telefax on +358 1046 94529 or by email
at the address eija.niittynen@m-real.com, or in writing at the
address M-real Oyj, Eija Niittynen, P.O. Box 20, FI-02020 Metsä,
Finland.
Advance delivery of proxies
A proxy entitling an authorized person to vote on behalf of a
shareholder at the Annual General Meeting must be delivered to the
above-mentioned address before the close of the registration period
at 4.00 p.m. on Friday, 9 March 2007.
Espoo, 6 February 2007
M-real Corporation
Board of Directors