Stora Enso's Board proposals to the Annu

STORA ENSO OYJ  Stock Exchange Release 4 February 2004 at 11.30

Stora Enso's Board proposals to the Annual General Meeting

Stora Enso's Board has in its meeting decided to propose the 
following to the Annual General Meeting to be held in Helsinki 
on Thursday 18 March 2004.

Matters to be resolved by the AGM pursuant to Article 14 of the 
Articles of Association of the Company.

A proposal by the Board of Directors to reduce the registered 
share capital of the Company through the cancellation of shares 
in the Company held by the same.

The share capital will be reduced by not more than EUR 76 330 
000 through the cancellation of not more than 9 100 000 Series A 
shares held by the Company and not more than 35 800 000 Series R 
shares held by the Company. The shares proposed to be cancelled 
have been repurchased by the Company on the basis of its 
established programme for the repurchase of its own shares. The 
exact number of the shares of each series to be cancelled will 
be determined by the AGM.

A proposal by the Board of Directors to authorise the Board of 
Directors to repurchase shares in the Company.

The Board of Directors would be authorised to use the 
distributable equity of the Company to repurchase shares in the 
Company provided that the number of Series A shares and Series R 
shares to be repurchased shall be proportionate to the total 
number of issued and existing Series A and Series R shares. 
Further, the number of repurchased Series A shares shall not be 
more than five (5) per cent of the total number of Series A 
shares in the Company at the time of the AGM and the total 
number of repurchased Series R shares not more than five (5) per 
cent of the total number of Series R shares in the Company at 
the time of the AGM. Finally, shares in the Company will not be 
repurchased by the same if the repurchase would lead to the 
total accounting par value of the shares in the Company held by 
the same or its subsidiaries, or of the voting power of such 
shares after the repurchase, exceeding five (5) per cent of the 
share capital of the Company or the total voting power of all 
shares issued by the Company and existing at the time. On the 
basis of the registered share capital of the Company and the 
number of shares issued by the same on 3 February 2004, the 
authorisation would entitle the Company to repurchase 
approximately 9 000 000 Series A and approximately 34 100 000 
Series R shares. The exact maximum number of shares of each 
series that can be repurchased on the basis of the authorisation 
will be determined by the AGM.

Shares cannot be repurchased by the Company other than in public 
trading and at the price prevailing at the time of the 
repurchase in such public trading. 

Shares can be repurchased for the purpose of developing the 
capital structure of the Company, to be used in the financing of 
corporate acquisitions and other transactions or for the purpose 
of being sold or otherwise transferred or cancelled. The 

cancellation of shares requires a separate resolution by a 
Shareholders' Meeting to reduce the share capital of the 
Company. The Board of Directors shall be authorised to decide on 
other terms and conditions relating to the repurchase of its own 
shares. The authorisation shall be valid up to and including 17 
March 2005. The authorisation granted by the AGM on 20 March 
2003 shall be cancelled at the same time.

A proposal by the Board of Directors to authorise the Board of 
Directors to dispose of shares in the Company held by the same 
as follows:

The Board of Directors would be authorised to dispose of Series 
A and Series R shares in the Company held by the same up to a 
maximum number of shares corresponding to the maximum numbers 
set forth under section 3 above with respect to the 
authorisation to repurchase the Company's own shares. 

It is proposed that the Board of Directors shall be authorised 
to decide to whom and in which manner the shares in the Company 
shall be disposed of. 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 and can also be sold in 
public trading. 

The Board of Directors shall be authorised to decide on the 
sales price or other consideration for the shares as well as on 
the basis for the determination of such consideration and the 
shares can be disposed of for other consideration than cash. The 
Board of Directors shall be authorised to decide on all other 
terms and conditions of the disposal. The authorisation shall be 
valid up to and including 17 March 2005. The authorisation 
granted by the AGM on 20 March 2003 shall be cancelled at the 
same time.

Board composition and auditors
Shareholders representing more than 50 % of the votes in the 
Company have confirmed that they will propose to the AGM that of 
the present members of the Board of Directors, Krister Ahlström, 
Claes Dahlbäck, Harald Einsmann, Björn Hägglund, Jukka Härmälä, 
Barbara Kux, Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist and 
Marcus Wallenberg be re-elected to continue in their office and 
Lee A. Chaden will be elected as a new member until the end of 
the following AGM. See appendix below for more information.

The above-mentioned shareholders have further confirmed that 
they will propose to the AGM that Authorised Public Accountants 
PricewaterhouseCoopers Oy be elected to act as an auditor of the 
Company until the end of the following AGM.

Dividend
The Board of Directors has decided to propose to the AGM the 
distribution by the Company of a dividend for the year 2003 in 
an amount of EUR 0.45 per share. The Board of Directors has 
determined that the dividend record date is 23 March 2004. The 
Board of Directors proposes to the AGM that the dividend payment 
is issued by the Company on 2 April 2004. 


For further information on AGM related matters, please contacts:
Jyrki Kurkinen, General Counsel, tel. +358 2046 2127
Johan Feldreich, Deputy General Counsel, tel. +46 23 78 21 32



Appendix
Lee A. Chaden, born 1942, an Executive Vice President of Sara 
Lee Corporation, a leading global consumer products company 
based in the United States, has extensive experience of top 
management positions in marketing and sales. Currently, Mr 
Chaden leads the corporation's global marketing and sales 
practices. Since joining Sara Lee in 1991, when the corporation 
acquired Playtex, Mr Chaden has held several executive positions 
within the corporation. He has also held positions at Procter & 
Gamble and Marketing Corporation of America. His background 
includes a Bachelor of Science degree in industrial engineering 
from Purdue University and a Master of Business Administration 
degree from the University of California, Berkeley. 

George W. Mead, born 1927, a member of Stora Enso's Board since 
2000, is not seeking re-election.

For further information, please contact:
Claes Dahlbäck, Chairman, tel. +46 8 614 2013
Jukka Härmälä, CEO, tel. +358 2046 21404




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STORA ENSO OYJ



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