Stora Enso’s Annual General Meeting and decisions by the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 23 April 2013 at 19.00 EET
Stora Enso’s Annual General Meeting (AGM) on 23 April 2013 adopted the accounts for 2012 and granted the Company’s Board of Directors and Chief Executive Officer discharge from responsibility for the period.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The AGM approved the proposal by the Board of Directors that the Company distributes a dividend of EUR 0.30 per share for the year 2012.
The dividend shall be paid to shareholders that on the dividend record date, 26 April 2013, 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. Dividends payable for Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish krona. Dividends payable to ADR holders will be forwarded by Deutsche Bank Trust Company Americas and paid in US dollars.
The AGM approved a proposal by the Board of Directors that the dividend payment shall be issued by the Company on 15 May 2013.
Members of the Board of Directors
The AGM approved a proposal that the Board of Directors shall have ten members and that of the current members of the Board of Directors, Gunnar Brock, Hock Goh, Birgitta Kantola, Mikael Mäkinen, Juha Rantanen, Hans Stråberg, Matti Vuoria and Marcus Wallenberg shall be re-elected members of the Board of Directors until the end of the following AGM and that Elisabeth Fleuriot and Anne Brunila be elected new members of the Board of Directors for the same term of office.
The AGM approved the proposed annual remuneration for the Board of Directors as follows:
|Chairman||EUR 170 000|
|Vice Chairman||EUR 100 000|
|Members||EUR 70 000|
The AGM also approved a proposal that 40% of the remuneration shall be paid in Stora Enso Series R shares purchased from the market.
The AGM approved the proposed annual remuneration for the Board committees as follows:
Financial and Audit Committee
|Chairman||EUR 20 000|
|Members||EUR 14 000|
|Chairman||EUR 10 000|
|Members||EUR 6 000|
Global Responsibility and Ethics Committee
|Chairman||EUR 7 500|
|Members||EUR 4 000|
The AGM approved a proposal that the current auditor Authorised Public Accountants Deloitte & Touche Oy shall be re-elected auditor of the Company until the end of the following AGM. The AGM approved a proposal that remuneration for the auditor shall be paid according to invoice approved by Financial and Audit Committee.
Appointment of the Nomination Board
The AGM approved a proposal to appoint a Nomination Board to prepare proposals concerning
(a) the number of members of the Board of Directors,
(b) the members of the Board of Directors,
(c) the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and
(d) the remuneration for the Chairman and members of the committees of the Board of Directors.
The Nomination Board 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 2013.
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 2013. A shareholder may change its representative appointed to the Nomination Board for weighty reasons.
The Chairman of the Board of Directors shall convene the Nomination Board and the Nomination Board shall at the latest on 31 January 2014 present its proposals to the Board of Directors for the AGM to be held in 2014. A member of the Board of Directors may not be appointed as Chairman of the Nomination Board. Annual remuneration of EUR 3 000 shall be paid to a member of the Nomination Board who is not a member of the Board of Directors.
Cancellation of treasury shares
The AGM approved a proposal by the Board of Directors that 918 512 Series R treasury shares be cancelled.
Decisions by the Board of Directors
At its meeting held after the AGM, the Stora Enso Board of Directors re-elected from among its members Gunnar Brock as its Chairman and Juha Rantanen as Vice Chairman.
Birgitta Kantola (chairwoman), Gunnar Brock and Juha Rantanen were re-elected and Mikael Mäkinen elected as members of the Financial and Audit Committee.
Gunnar Brock (chairman), Hans Stråberg and Matti Vuoria were re-elected as members of the Remuneration Committee.
Anne Brunila (chairwoman) and Birgitta Kantola were elected as members of the new Global Responsibility and Ethics Committee that focuses on responsibility and ethics matters.
For further information, please contact:
Ulla Paajanen-Sainio, SVP, Investor Relations, tel. +358 2046 21242
Stora Enso is the global rethinker of the paper, biomaterials, wood products and packaging industry. We always rethink the old and expand to the new to offer our customers innovative solutions based on renewable materials. Stora Enso employs some 28 000 people worldwide, and our sales in 2012 amounted to EUR 10.8 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