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
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
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
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.
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
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
p.p. Jussi Siitonen Jukka Marttila