Stora Enso's Annual General Meeting and

STORA ENSO OYJ  Stock Exchange Release 20 March 2003 at 19.00


Stora Enso's Annual General Meeting and decisions by the Board 
of Directors

Stora Enso's Annual General Meeting (AGM) on 20 March 2003 
adopted the accounts for 2002 and granted the company's Board of 
Directors and Chief Executive Officer discharge from 
responsibility for the period.

The AGM approved a proposal by the Board of Directors that a 
dividend of EUR 0.45 per share be paid for the financial year 
2002. The company will pay the dividend on 4 April 2003 to the 
shareholders entered in the shareholder registers maintained by 
the Finnish Central Securities Depository, VPC and Citibank on 
the dividend record date, 25 March 2003. Dividends for VPC-
registered shares will be paid in Swedish krona and dividends 
for ADR holders will be paid in US dollars. 

The AGM approved a proposal that Krister Ahlström, Claes 
Dahlbäck, Harald Einsmann, Björn Hägglund, Jukka Härmälä, George 
W. Mead, Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist and Marcus 
Wallenberg be re-elected as members of the Board of Directors to 
serve until the end of the following AGM, and that Barbara Kux 
be elected as a new member of the Board of Directors to replace 
Josef Ackermann, who was resigning from office.

The AGM approved a proposal that Authorised Public Accountants 
PricewaterhouseCoopers Oy be elected to act as an auditor of the 
Company until the end of the following AGM. 

The AGM approved the proposed annual remuneration for the Board 
of Directors as follows:
Chairman		 135 000 EUR
Deputy Chairman	 	  85 000 EUR
Members		  	  60 000 EUR
Remuneration is paid only to non-executive Board members.

The AGM also approved the following proposals by the Board of 
Directors:

1) The share capital will be reduced by EUR 60 509 460 through 
the cancellation of 93 800 Series A shares and 35 500 000 Series 
R shares that were repurchased with the approval of the AGM on 
19 March 2002, repurchasing started 24 May 2002.

2) The Board of Directors was authorised to use distributable 
equity of the company to repurchase not more than 9 100 000 
Series A shares and not more than 34 000 000 Series R shares in 
the company, but not exceeding 5% of the votes or the share 
capital. Shares may not be repurchased other than through public 
trading and at the price prevailing at the time of the 
repurchase. Shares may be repurchased for the purpose of 
improving the capital structure, for use in financing corporate 
acquisitions and other arrangements, or to be sold or otherwise 
transferred or cancelled. Cancellation of shares would require a 
separate resolution by a Shareholders' Meeting. The Board of 
Directors is authorised to decide on other terms and conditions 
relating to repurchases. This authorisation is valid up to and 
including 19 March 2004.

3) The Board of Directors was authorised to dispose of not more 
than 9 100 000 Series A shares and not more than 34 000 000 
Series R shares in the company held by the same. The Board was 
authorised to decide to whom and in what manner to dispose of 
these shares in the company. The shares can be disposed of by 
derogation from the pre-emptive rights of the existing 
shareholders, as consideration in possible corporate 
acquisitions or other arrangements, or sold in public trading. 
The Board was authorised to decide the sales price or other 
consideration for the shares as well as the basis for the 
determination of such consideration, and the shares can be 
disposed of for a consideration other than cash. The Board of 
Directors was authorised to decide on all other terms and 
conditions of the disposal. This authorisation is valid up to 
and including 19 March 2004.

4) The Articles 9, 11 and 15 of the Articles of Association were 
amended as follows:
- The period during which the shareholders must notify the 
  Company of their intention to attend the Shareholders' 
  Meeting cannot be decided to end earlier than 10 days prior 
  to the meeting.
- The summons to the Shareholders' Meeting must be issued no 
  later than 17 days prior to the meeting.
- The request for conversion of series A share to series R 
  share by the shareholder who owns series A shares can be 
  made at any time.


Decisions by the Board of Directors

At its meeting held after the AGM, the Stora Enso Board of 
Directors elected from among its members Claes Dahlbäck as its 
Chairman and Krister Ahlström as Vice Chairman. 

Claes Dahlbäck, Krister Ahlström and Harald Einsmann will 
continue as members of the Stora Enso Compensation Committee. 
George W. Mead, Ilkka Niemi, Paavo Pitkänen and Marcus Wallenberg 
will continue as members of the Financial and Audit Committee. 
Jan Sjöqvist was elected a new member of this committee.

The Board also decided to repurchase not more than 9 100 000 
Series A shares and not more than 34 000 000 Series R shares in 
the company. The repurchases will be undertaken as authorised by 
the AGM. The repurchases will start at the earliest on 27 March 
2003.

For further information, please contact:
Jyrki Kurkinen, Senior Vice President, Legal Affairs, 
tel. +358 2046 21217
Kari Vainio, Executive Vice President, Corporate Communications, 
tel. +44 77 9934 8197

www.storaenso.com
www.storaenso.com/investors



STORA ENSO OYJ



p.p.	Jussi Siitonen		Pauli Mäkimaa		


	

	
	

	
		


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