Notice to the Genaral Meeting of Stora Enso Oyj
STORA ENSO OYJ STOCK EXCHANGE RELEASE 4 February 2010 at 06.59 GMT
Notice is given to the shareholders of Stora Enso Oyj to the Annual General
Meeting to be held on Wednesday 31 March 2010 at 4 p.m. Finnish time at Marina
Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of
persons who have registered for the meeting will commence at 3 p.m. Finnish
time.
The Annual General Meeting (AGM) will be conducted in the Finnish language. In
the meeting room simultaneous translation will be available into the Swedish,
English and, when relevant, Finnish languages.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Matters of order for the meeting
3. Election of persons to confirm 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 the year 2009
CEO's report
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
covering of losses as well as the distribution of funds
The Board of Directors proposes to the Annual General Meeting (“AGM”) that the
parent company's loss for the accounting period last ended and the losses from
previous periods evidenced in the parent company's balance sheet, in aggregate
approximately EUR 1 251.3 million be covered through the decrease of the parent
company's fund for invested unrestricted equity with the same amount.
The Board of Directors further proposes to the AGM of the Company that EUR 0.20
per share, a maximum aggregate of EUR 158 million, be distributed to the
shareholders from the parent company's fund for invested unrestricted equity
(the Distribution).
The Distribution shall be paid to shareholders that on the Distribution record
date, 7 April 2010, are recorded in the shareholders' register maintained by
Euroclear Finland Ltd or in the separate register of shareholders maintained by
Euroclear Sweden AB for Euroclear Sweden registered shares. The Distribution
payable for Euroclear Sweden registered shares will be forwarded by Euroclear
Sweden AB and paid in Swedish krona. The Distribution payable to ADR holders
will be forwarded by Deutsche Bank Trust Company Americas and paid in US
dollars.
The Board of Directors proposes to the AGM that the Distribution shall be paid
by the Company on 20 April 2010.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee proposes to the AGM that the annual remuneration for
the members of the Board of Directors and Board Committees shall be as follows:
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| Board of Directors | |
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| Chairman | EUR 135 000 |
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| Deputy Chairman | EUR 85 000 |
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| Members | EUR 60 000 |
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The Nomination Committee also proposes that 40% of the remuneration be paid in
Stora Enso Series R shares purchased from the market.
In addition, annual remuneration shall be paid to members of the Board
Committees as follows:
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| Financial and Audit Committee |
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| Chairman | EUR 20 000 |
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| Members | EUR 14 000 |
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| Remuneration Committee |
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| Chairman | EUR 10 000 |
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| Members | EUR 6 000 |
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Remuneration shall be paid only to non-executive Board members.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee proposes to the AGM that the Board of Directors shall
have eight members.
12. Election of members of the Board of Directors
The Nomination Committee proposes that of the current members of the Board of
Directors, Gunnar Brock, Birgitta Kantola, Juha Rantanen, Hans Stråberg, Matti
Vuoria and Marcus Wallenberg be re-elected members of the Board of Directors
until the end of the following AGM and that Ms Carla Grasso and Mr Mikael
Mäkinen be elected new members of the Board of Directors for the same term of
office. Claes Dahlbäck, Dominique Hériard Dubreuil and Ilkka Niemi were not
seeking re-election.
The Board of Directors informs that if the above mentioned persons are elected
members of the Board of Directors, Gunnar Brock will be nominated as Chairman
and Juha Rantanen as Vice Chairman of the Board of Directors as also recommended
by the Nomination Committee.
Ms Carla Grasso is currently Executive Director of HR and Corporate Services of
the mining company Vale S.A. She has a Master's degree in Economic Policy from
the University of Brasilia in Brazil.
Mr Mikael Mäkinen is currently President and CEO of Cargotec Oyj. He has a
Master's degree in Engineering from Helsinki University of Technology in
Finland.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the AGM that remuneration for the auditor be
paid according to invoice.
14. Election of auditor
The Board of Directors proposes to the AGM that the current auditor Authorized
Public Accountants Deloitte & Touche Oy is re-elected auditor of the Company
until the end of the following AGM.
15. Appointment of Nomination Committee
The Nomination Committee proposes that the AGM appoints a Nomination Committee
to prepare proposals concerning
the number of members of the Board of Directors,
the members of the Board of Directors,
the remuneration for the Chairman, Vice Chairman and members of the Board of
Directors and
the remuneration for the Chairman and members of the committees of the Board of
Directors.
The Nomination Committee shall consist of four members:
the Chairman of the Board of Directors
the Vice Chairman of the Board of Directors
two other members appointed by the two largest shareholders (one each) as of 30
September 2010.
The largest shareholders are determined on the basis of their shareholdings
registered in the Company's shareholders' register. In addition, shareholders
who under the Finnish Securities Markets Act have an obligation to disclose
certain changes in ownership (shareholder subject to disclosure notification)
will be taken into account provided that they notify their shareholdings to the
Board of Directors in writing by 30 September 2010.
The Chairman of the Board of Directors shall convene the Nomination Committee
and the Nomination Committee shall at the latest on 31 January 2011 present its
proposals to the Board of Directors for the AGM to be held in 2011. A member of
the Board of Directors may not be appointed as Chairman of the Nomination
Committee. Annual remuneration of EUR 3 000 shall be paid to a member of the
Nomination Committee who is not a member of the Board of Directors.
16. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes to the AGM that Section 10 of the Articles of
Association of the Company be amended so that the notice to the General Meeting
shall be issued not later than three weeks before the date of the General
Meeting, however, at least nine days before the record date of the General
Meeting.
The proposal is made due to the directive of the European Parliament and of the
Council on the exercise of certain rights of shareholders in listed companies
and the amendments of the Finnish Companies Act related thereto that came into
force on 3 August 2009 and 31 December 2009, according to which listed companies
shall issue notice to the General Meeting not later than three weeks before the
day of the meeting, however, at least nine days before the record date of the
meeting.
17. Decision making order
18. Closing of the meeting
B. Documents of the AGM
The decision proposals relating to the agenda of the AGM as well as this notice
are available on Stora Enso Oyj's website at www.storaenso.com/agm. The annual
report of Stora Enso Oyj, including the Company's annual accounts, the report of
the Board of Directors and the auditor's report will be published on Stora Enso
Oyj's website at www.storaenso.com/investors as a pdf document during the week
commencing Monday 22 February 2010. The decision proposals and the annual report
are also available at the AGM. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the AGM will be available
on Stora Enso Oyj's website at www.storaenso.com/agm as of 14 April 2010.
C. Instructions for the participants in the AGM
1. The right to participate and registration
Each shareholder, who on Friday 19 March 2010 is registered in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the AGM. 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, who is registered in the company's shareholders' register and who
wants to participate in the AGM, shall register for the AGM no later than
Thursday 25 March 2010 at noon Finnish time by giving a prior notice of
participation. Such notice can be given:
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| a) on the Company's | www.storaenso.com/agm |
| website: | |
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| b) by telephone: | +358 204 621 245 |
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| | +358 204 621 224 |
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| | +358 204 621 210 |
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| c) by telefax: | +358 204 621 359 |
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| d) by regular mail: | Stora Enso Oyj, Legal Department, P.O. Box 309, |
| | FI-00101 Helsinki |
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In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant and his/her personal identification number. The personal data
given to Stora Enso Oyj is used only in connection with the AGM and with the
processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise his/her rights at the AGM
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
AGM. When a shareholder participates in the AGM by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the AGM.
Possible proxy documents should be delivered in originals to Stora Enso Oyj,
Legal Department, P.O. Box 309, FI-00101 Helsinki before the last date for
registration.
3. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the AGM by
virtue of such shares, based on which he/she, on the record date of the AGM,
Friday 19 March 2010, would be entitled to be registered in the shareholders'
register of the Company held by Euroclear Finland Ltd. The right to participate
in the AGM requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Ltd. at the latest by Friday 26 March 2010 by 10 am (Finnish
time). As regards nominee registered shares this constitutes due registration
for the AGM.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the Company, the issuing of proxy documents and registration for the
AGM from his/her custodian bank. The account management organization of the
custodian bank will register a holder of nominee registered shares, who wants to
participate in the AGM into the temporary shareholder's register of the Company
at the latest by the time stated above.
Further information on these matters can also be found on the company's website
at www.storaenso.com/agm.
4. Shares registered in Euroclear Sweden AB
Shareholders whose shares are registered in the register of shareholders
maintained by Euroclear Sweden AB and who intend to attend and vote at the AGM
must contact Euroclear Sweden AB and request temporary registration in Stora
Enso's shareholder register. Such request shall be submitted in writing to
Euroclear Sweden AB before Friday 19 March 2010 at 3 pm Swedish time. Temporary
registration made through Euroclear Sweden AB is regarded as a notice of
attendance.
5. ADR holders
ADR holders intending to vote at the AGM shall notify the depositary bank,
Deutsche Bank Trust Company Americas, of their intention and shall comply with
the instructions provided by Deutsche Bank Trust Company Americas to each ADR
holder.
6. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the AGM has the right to request information with respect to the
matters to be considered at the AGM.
On the date of this notice to the AGM 4 February 2010, the total number of
series A shares in Stora Enso Oyj is 177 150 084, representing a total of
177 150 084 votes and the total number of series R shares is 612 388 415,
representing a total of at least 61 238 842 votes. Each series A share and each
ten (10) series R shares entitle the holder to one vote. Each shareholder shall,
however, have at least one vote.
APPENDIXES
Gunnar Brock, born 1950, Swedish citizen, has extensive international experience
from top management positions in large leading corporations. He has been
President and CEO of Tetra Pak Group where he also held various international
positions, President and CEO of Alfa Laval Group, CEO of Thule International and
most recently President and CEO of Atlas Copco Group between 2002 and May 2009.
Mr. Brock is the Chairman of Board of Mölnlycke Healthcare AB and Member of the
Board of Teknikföretagen, Investor AB and SOS-Children's Villages, Sweden, and a
member of the Royal Swedish Academy of Engineering Sciences (IVA). He has a
Master of Science degree in Economics and Business Administration from the
Stockholm School of Economics. Gunnar Brock has been the member of Stora Enso's
Board of Directors since March 2005. He is independent of the Company and the
significant shareholders.
Carla Grasso, born 1962, Brazilian citizen, is Executive Director of HR and
Corporate Services of the mining company Vale S.A.(www.vale.com). Before joining
Vale in 1997, she hold several positions in government institutions in Brazil;
1994-1997 she was Secretary of Complementary Welfare Administration and
1992-1994 Special Assistant in the Ministry of Welfare and Social Assistance,
1990-1992 she hold Area Coordinator for Macro-economics and Social Affairs
position in General Secretariat of the Presidency of the Republic and 1988-1990
she hold Special Assistant for Fiscal Policy Affairs position in the Ministry of
Planning. Carla Grasso holds a Master's degree in Economic Policy from the
University of Brasilia in Brazil.
Mikael Mäkinen, born 1956, Finnish citizen, has been President and CEO of
Cargotec Oyj (www.cargotec.com) since 2006. He has extensive international
experience from top management positions in Wärtsilä Corporation. Before joining
Cargotec, he was Group Vice President, Ship Power 1999-2006, Wärtsilä. He was
Managing Director of Wärtsilä NSD Singapore 1997-1998 and Vice President,
Marine, Wärtsilä SACM Diesel 1992-1997. Mr. Mäkinen is the Chairman of the Board
of Directors of Finpro and member of the Board of Directors of International
Chamber of Commerce ICC Finland, Lemminkäinen Corporation and Technology
Industries of Finland. He holds a Master's degree in Engineering from Helsinki
University of Technology in Finland.
An image bank of pictures that may be freely used to illustrate articles about
Stora Enso is available at
http://bmt.storaenso.com/storaensolink.jsp?imageid=04022010
Please, copy and paste the link into your web browser.
For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Markus Rauramo, CFO, tel. +358 2046 21121
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242
www.storaenso.com
www.storaenso.com/investors
Stora Enso is the world leader in forest industry sustainability. We offer our
customers solutions based on renewable raw materials. Our products provide a
climate-friendly alternative to many non-renewable materials, and have a smaller
carbon footprint. Stora Enso is listed in the Dow Jones Sustainability Index and
the FTSE4Good Index. Stora Enso employs 29 000 people worldwide, and our sales
in 2008 amounted to EUR 11.0 billion. Stora Enso shares are listed on NASDAQ OMX
Helsinki (STEAV, STERV) and Stockholm (STE A, STE R). In addition, the shares
are traded in the USA as ADRs (SEOAY) in the International OTCQX
over-the-counter market.
STORA ENSO OYJ
Jari Suvanto Ulla Paajanen-Sainio
