M-real Corporation Stock Exchange Release 5 February 2009 Notice is given to the shareholders of M-real Corporation to the annual general meeting to be held on 12 March 2009 at 3 p.m. at the Finlandia Hall at Mannerheimintie 13 e, Helsinki (entrances M3 and K3). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m. A. Matters on the agenda of the general meeting At the general meeting, the following matters will be considered: 1. Opening of the meeting Review by the Chairman 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, the report of the board of directors and the auditor's report for 2008 Review by the CEO 7. Adoption of the annual accounts 8. Consideration of the annual result and the payment of dividend The Board of Directors proposes that no dividend be distributed for the financial year 2008. 9. Resolution on the discharge of the members of the Board of Directors, the CEO and his deputy from liability 10. Resolution on the remuneration of the members of the board of directors The Board of Directors' Nomination Committee proposes to the Annual General Meeting that the remuneration for the members of the Board of Directors be kept unchanged, i.e. the Chairman shall be paid EUR 6,375, Vice Chairman EUR 5,375 and ordinary members EUR 4,200 per month. In addition, a fee of EUR 500 shall be paid for each meeting of the Board of Directors and its committees. 11. Resolution on 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 would be nine (9) members. 12. Election of members of the board of directors The Board of Directors' Nomination Committee proposes to the Annual General Meeting that Board members Martti Asunta, Kari Jordan, Erkki Karmila, Kai Korhonen, Runar Lillandt, Juha Niemelä and Antti Tanskanen be re-elected as members and that M.Edu. Liisa Leino and M.Sc. (Eng.) Erkki Varis be elected as new members of the Board of Directors. Leino acts as Chairman of the Board of Leinovalu Oy and, among other things, as a member of the Board of Rautaruukki Corporation. Mr Varis is the former CEO of Oy Metsä-Botnia Ab and acts, among other things, as a member of the Board of Pohjolan Voima Oy. The term of office of board members shall expire at the end of the next Annual General Meeting. 13. Resolution on the 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 invoice be paid to the auditor. 14. Election of auditor The Board of Director proposes in accordance with the Audit Committee's recommendation that PricewaterhouseCoopers Oy be elected as auditor. The auditors' term of office shall expire at the end of the next Annual General Meeting. 15. Proposal by shareholder Tapio Nikkanen to merge the company's share classes Shareholder Tapio Nikkanen proposes to the general meeting that the company's A- and B-share classes be merged with a ratio of 1:1. 16. Closing of the meeting B. Documents of the general meeting The proposals of the Board of Directors and its committees, the proposal of Mr Tapio Nikkanen as well as this notice are available on the company's website at www.m-real.com. The annual report of M-real Corporation, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than 5 March 2009. The proposals of the Board of Directors and its committees, the proposal of Tapio Nikkanen and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website no later than 26 March 2009. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder, who (i) is registered on 2 March 2009 in the shareholders' register of the company held by Euroclear Finland Ltd.; and (ii) has given prior notice to the company not later that by 4 p.m. on 9 March 2009 has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company. A prior notice can be given: a) by e-mail to eija.niittynen@m-real.com; b) by telephone to +358 10 4654530; c) by telefax to +358 10 4654529; or d) by mail to M-real Corporation, Eija Niittynen, PO.Box 20, 02020 Metsä. 2. 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. 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. Possible proxy documents should be delivered in originals to the above address before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the general meeting, must be registered in the shareholders' register of the company on 2 March 2009, the record date of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. 4. Other instructions and information The personal data given to the company is used only in connection with the general meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of this notice to the Annual General Meeting, the total number of shares in M-real Corporation is 36 339 550 A-shares and 291 826 062 B-shares carrying an aggregate of 1 018 617 062 votes. In Espoo, 5 February 2009 M-REAL CORPORATION Board of Directors
Notice of Annual General Meeting of M-real Corporation on 12 March 2009 at 3 p.m.
| Source: Metsä Board Oyj