Stora Enso?s Annual General Meeting and decisions by the Board of Directors
STORA ENSO OYJ Stock Exchange Release 22 March 2005 at 18.50
Stora Ensos Annual General Meeting and decisions by the Board of
Directors
Stora Ensos Annual General Meeting (AGM) on 22 March 2005
adopted the accounts for 2004 and granted the Companys 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
2004. The Company will pay the dividend on 8 April 2005 to the
shareholders entered in the shareholder registers maintained by
the Finnish Central Securities Depository, VPC and Deutsche Bank
Trust Company Americas on the dividend record date, 29 March
2005. 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 the Board of Directors shall
have ten members and that of the present members Lee A. Chaden,
Claes Dahlbäck, Harald Einsmann, Jukka Härmälä, Ilkka Niemi, Jan
Sjöqvist and Marcus Wallenberg be re-elected to continue in
office and Gunnar Brock, Birgitta Kantola and Matti Vuoria be
elected as new members until the end of the following AGM.
Krister Ahlström, Björn Hägglund, Barbara Kux and Paavo Pitkänen
were not seeking re-election.
The AGM approved a proposal that Authorised Public Accountants
PricewaterhouseCoopers Oy be elected to act as auditor of the
Company until the end of the following AGM.
The AGM approved a proposal to appoint a Nomination Committee to
prepare proposals concerning (a) the number of members of the
Board of Directors, (b) members of the Board of Directors, (c)
the remuneration for 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 Committee shall consist of four members:
the Chairman of the Board of Directors
the Vice Chairman of the Board of Directors
two members appointed by the two largest shareholders (one
each) according to the share register of 1 October 2005.
The Chairman of the Board of Directors will convene the
Nomination Committee and before 31 January 2006 the Nomination
Committee will present to the Board of Directors its proposal for
the Annual General Meeting to be held in 2006.
The AGM approved the proposed annual remuneration for the Board
of Directors as follows:
Chairman EUR 135 000
Deputy Chairman EUR 85 000
Members EUR 60 000
The AGM approved the proposed annual remuneration for the Board
committees as follows:
Financial and Audit Committee
Chairman EUR 10 000
Member EUR 7 000
Compensation Committee
Chairman EUR 5 000
Member EUR 3 000
Nomination Committee
Member EUR 3 000
Remuneration for the Board of Directors and committees is paid
only to non-executive members, except for the remuneration for
the Nomination Committee, which is paid only to those members who
are not members of the Boards of Directors.
The AGM also approved the following proposals by the Board of
Directors:
1) The share capital will be reduced by EUR 41.3 million through
the cancellation of 16 300 Series A shares and 24 250 000 Series
R shares that were repurchased with the approval of the AGM on
18 March 2004. Repurchasing started on 25 March 2004.
2) The Board of Directors was authorised to use distributable
equity of the company to repurchase not more than 17 900 000
Series A shares and not more than 62 150 000 Series R shares in
the company, but not exceeding 10% 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 21 March 2006.
3) The Board of Directors was authorised to dispose of not more
than 17 900 000 Series A shares and not more than 62 150 000
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 21
March 2006.
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 Ilkka Niemi as Vice Chairman.
Ilkka Niemi and Jan Sjöqvist (chairman) will continue as members
of the Financial and Audit Committee. Lee A. Chaden, Claes
Dahlbäck and Birgitta Kantola were elected new members of this
committee.
Claes Dahlbäck (chairman), Harald Einsmann and Ilkka Niemi will
continue as members of the Compensation Committee. Matti Vuoria
was elected a new member of this committee.
The Board also decided to repurchase not more than 17 900 000
Series A shares and not more than 62 150 000 Series R shares in
the company. The repurchases will be undertaken as authorised by
the AGM. The repurchases will start at the earliest on 29 March
2005.
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 Jukka Marttila