Notice of Annual General Meeting of M-real Corporation on 24 March 2010 at 3 p.m.

(Thomson Reuters ONE) - M-real Corporation Stock Exchange Release 4 February 2010 at 13Notice of Annual General Meeting of M-real Corporation on 24 March 2010 at 3p.m.Notice is given to the shareholders of M-real Corporation to the Annual GeneralMeeting to be held on 24 March 2010 at 3.00 p.m. at the Finlandia-hall atMannerheimintie 13e, Helsinki (entrances M3 and K3). The reception of personswho have registered for the meeting and the distribution of voting tickets willcommence at 2.00 p.m.A. Matters on the agenda of the general meetingAt the general meeting, the following matters will be considered:1. Opening of the meetingReview by the Chairman.2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor's report for the year 2009Review by the CEO.7. Adoption of the annual accounts8. Consideration of the annual result and resolution on the payment of dividendThe Board of Directors proposes that no dividend be distributed for thefinancial year 2009.9. Resolution on the discharge of the members of the Board of Directors, the CEOand his deputy from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Board of Directors' Nomination and Compensation Committee proposes that theremuneration for the members of the Board of Directors be kept unchanged, i.e.that the Chairman be paid EUR 76.500, the Vice Chairman EUR 64.500 and ordinarymembers EUR 50.400 per year. In addition, a fee of EUR 500 be paid for eachmeeting of the Board of Directors and its committees. The Committee furtherproposes that approximately one half of the annual remuneration be paid in thecompany's B-class shares to be acquired from public trading.11. Resolution on the number of members of the Board of DirectorsThe Board of Directors' Nomination and Compensation Committee proposes that thenumber of members of the Board of Directors be nine (9) members.12. Election of members of the Board of DirectorsThe Board of Directors' Nomination and Compensation Committee proposes thatboard members Martti Asunta, Kari Jordan, Kai Korhonen, Liisa Leino, JuhaNiemel?Antti Tanskanen and Erkki Varis be re-elected as members and that KirsiKomi, L.L.M. and Mikael Aminoff, M.Sc.(For) be elected as new members of theBoard of Directors. Ms Komi acts (until 30 April 2010) as General Counsel andmember of the Executive Board of Nokia Siemens Networks while Mr Aminoff is,among other things, a member of the Board of Directors of Mets?ittoCooperative. The term of office of board members shall expire at the end of thenext Annual General Meeting.13. Resolution on the remuneration of the auditorThe Board of Directors proposes, based on the Audit Committee's recommendation,that a fee in accordance with the auditor's invoice be paid to the auditor.14. Election of auditorThe Board of Directors proposes, based on the Audit Committee's recommendation,that PricewaterhouseCoopers Oy be re-elected as auditor. The auditor's term ofoffice shall expire at the end of the next Annual General Meeting.15. Board of Directors investigation on the merger of the company's shareclassesThe Annual General Meeting held on 12 March 2009 instructed the Board ofDirectors to investigate possibilities to merge the company's A and B shareclasses with a view to bringing to the next general meeting a proposal thatcould get sufficient support. The Board has investigated the merger of the twoshare classes and concludes that, for the time being, there are no prerequisitesto merge the share classes. Therefore, the Board of Directors does not bring tothe Annual General Meeting a proposal on the merger of the company's shareclasses.16. Closing of the meetingB. Documents of the general meetingThe proposals of the Board of Directors and its committees relating to theagenda of the annual general meeting as well as this notice are available on thecompany's website at www.m-real.com . The annual reportof M-real Corporation, including the company's annual accounts, the report ofthe Board of Directors, auditor's report and corporate governance statement, isavailable on the above-mentioned website no later than 3 March 2010. Theproposals of the Board of Directors and its committees and the annual accountsare also available at the meeting. Copies of these documents and of this noticewill be sent to shareholders upon request. The minutes of the meeting will beavailable on the company's website no later than on 7 April 2010.C. Instructions for the participants in the general meeting1. The right to participate and registrationEach shareholder, who is on 12 March 2010 registered in the shareholders'register of the company held by Euroclear Finland Ltd., has the right toparticipate in the Annual General Meeting. A shareholder, whose shares areregistered on his/her personal Finnish book-entry account, is registered in theshareholders' register of the company.A shareholder, who wants to participate in the Annual General Meeting, shallregister for the meeting no later than 19 March 2010 at 10.00 a.m. by giving aprior notice of participation. Such notice can be given as of 12 February 2010:a) on the company's website at www.m-real.com ;b) by e-mail to AGM2010(at)m-real.com;c) by telephone to +358 10 4654190; ord) by mail to M-real Corporation, Legal Services/Karjalainen, P.O. Box 20,FI-02020 Mets?In connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number and the name of apossible assistant or proxy representative and the personal identificationnumber of such proxy representative.2. Proxy representative and powers of attorneyA shareholder may participate in the general meeting and exercise his/her rightsat the meeting by way of proxy representation. A proxy representative shallproduce a dated proxy document or otherwise in a reliable manner demonstratehis/her right to represent the shareholder at the meeting. Possible proxydocuments should be delivered in originals to M-real Corporation, LegalServices/Karjalainen, P.O. Box 20, FI-02020 Mets?n the final date forregistration at the latest.3. Holders of nominee registered sharesA holder of nominee registered shares is advised to request from his/hercustodian bank, without delay, necessary instructions regarding the registrationin the shareholder's register of the company, the issuing of proxy documents andregistration for the general meeting. The account management organisation of thecustodian bank will register a holder of nominee registered shares wishing toparticipate in the general meeting to be temporarily entered into theshareholders' register of the company on 19 March 2010 by 10.00 a.m. at thelatest. A shareholder, who is registered in the temporary shareholders'register, is concurrently registered for the meeting.4. Other instructions and informationPursuant to chapter 5, section 25 of the Company's Act, a shareholder who ispresent at the general meeting has the right to request information with respectto the matters to be consideredat the meeting.The personal data given to the company is used only in connection with thegeneral meeting and the processing of related registrations.On the date of this notice, the total number of shares in M-real Corporation is36,339,550 A-shares and 291,826,062 B-shares carrying an aggregate of1,018,617,062 votes. According to the Articles of Association each A sharecarries twenty (20) votes while each B share carries one (1) vote.In Espoo on 4 February 2010M-REAL CORPORATIONBOARD OF DIRECTORS[HUG#1380603]

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Datum: 04.02.2010 - 06:02 Uhr
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