Resolutions of the M-real Corporation's Annual General Meeting
12/03/2009
M-real Corporation Stock Exchange Release 12 March 2009
The Annual General Meeting of M-real Corporation held today on 12 March 2009 made the following resolutions:
Adoption of the annual accounts
The Annual General Meeting approved the company's financial statements for the financial year 2008.
Consideration of the annual result and the payment of dividend
The Annual General Meeting resolved not to distribute dividend for the financial year ended 31 December 2008.
Resolution on the discharge from liability
The Annual General Meeting discharged the members of the Board of Directors, the CEO and deputy to the CEO from liability.
Number of the members of the Board of Directors
The Annual General Meeting confirmed that the number of Board members is nine (9).
Remuneration of the members of the Board of Directors
The Annual General Meeting resolved to maintain the remuneration of the members of the Board of Directors unchanged, however to be converted to an annual remuneration. Thus, the Chairman receives an annual remuneration of EUR 76,500, the Vice Chairman EUR 64,500 and members EUR 50,400. One half of the remuneration will be paid in cash while the other half is paid in the company's B-series shares to be acquired from the stock exchange between 16 and 20 March 2009. Board members Kari Jordan, Martti Asunta and Runar Lillandt, who all receive remuneration from the largest shareholder Metsäliitto Cooperative, renounced their right to the annual remuneration.
In addition, the members are paid a fee of EUR 500 per each attended Board and committee meeting.
Composition of the Board of Directors
The Annual General Meeting elected as members of M-real's Board of Directors Martti Asunta, M.Sc. (Forestry); Kari Jordan, Honorary Counsellor; Erkki Karmila, LL.M.; Kai Korhonen, M.Sc. (Technology);
Liisa Leino, M.Edu.; Runar Lillandt, Counsellor of Agriculture; Juha Niemelä, Honorary Counsellor; Antti Tanskanen, Minister, and Erkki Varis, M.Sc. (Technology). The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.
At its organising meeting the Board of Directors elected Kari Jordan 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 Erkki Karmila (Chairman), Kai Korhonen, Antti Tanskanen and Erkki Varis.
The members of the combined Nomination and Compensation Committee are Kari Jordan (Chairman), Martti Asunta, Liisa Leino, Runar Lillandt and Juha Niemelä.
Auditor's fees
The Annual General Meeting resolved that the fee of the auditor is paid according to invoice.
Election of the auditor The Annual General Meeting elected as M-real's auditor Authorized Public Accountants PricewaterhouseCoopers Oy with Johan Kronberg, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.
Other resolutions
The Annual General Meeting instructed the Board of Directors to investigate possibilities and the related terms to merge the company's A- and B-series shares. Investigation results were instructed to be presented to the next General Meeting.
M-REAL CORPORATION
Further information:
Seppo Parvi, CFO, tel. +358 10 465 4321
Juha Laine, VP, IR and Communications, tel. +358 10 465 4335