Stora Enso's Board proposals to the Annual General Meeting
Stora Enso's Board has in its meeting decided that the Annual General Meeting
(AGM) will be held in Helsinki on Wednesday 26 March 2008. The Board has
proposed the following:
Matters to be resolved by the AGM pursuant to Article 14 of the Articles of
Association of the Company
Adoption of the financial statement of the parent company and the consolidated
financial statement
Disposal of the profit of the year and distribution of dividend
The Board of Directors has decided to propose to the AGM that the Company
distributes a dividend of EUR 0.45 per share for the year 2007.
Payment of dividend
The dividend shall be paid to shareholders that on the dividend record date are
registered in the
register of shareholders maintained by the Finnish Central Securities Depository
or in the separate
register of shareholders maintained by VPC for VPC-registered shares. Dividends
payable for VPC
registered shares will be forwarded by VPC 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 Board of Directors has determined that the dividend record date shall be 31
March 2008. The Board of Directors proposes to the AGM that the dividend payment
be issued by the Company on 10 April 2008.
Resolution concerning discharge of the members of the Board of Directors and the
Managing Director from liability
Number of members of the Board of Directors
The Nomination Committee proposes to the AGM that the Board of Directors shall
have nine (9) members.
Number of Auditors
The Board of Directors proposes to the AGM that the number of auditors be one
(1).
Remuneration of the members of the Board of Directors
The Nomination Committee proposes to the AGM that the annual remuneration for
the members of
the Board of Directors be as follows:
Chairman EUR 135 000
Deputy Chairman EUR 85 000
Members EUR 60 000
The Nomination Committee also proposes that 40 % of the remuneration shall be
paid in Stora Enso
Series R-shares purchased from the market.
In addition, annual remuneration shall be paid to members of the Board
Committees as follows:
Financial and Audit Committee
Chairman EUR 20 000
Member EUR
14 000
Compensation Committee
Chairman EUR 10 000
Member EUR 6 000
Remuneration shall be paid only to non-executive Board members.
Remuneration for the auditors
The Board of Directors proposes to the AGM that remuneration for the auditors be
paid according
to invoice until the end of the following AGM.
Election of the members of the Board of Directors
The Nomination Committee proposes to the AGM that the present Board members
Gunnar Brock,
Claes Dahlbäck, Dominique Hériard Dubreuil, Birgitta Kantola, Ilkka Niemi, Jan
Sjöqvist, Matti
Vuoria and Marcus Wallenberg be re-elected to continue in their office and that
Juha Rantanen be
elected as a new member to serve until the end of the following AGM.
Election of Auditors
The Board of Directors proposes to the AGM that following the competitive
tenders Authorised
Public Accountants Deloitte & Touche Oy be elected to act as auditor of the
Company until the end
of the following AGM.
Other Matters
Appointment of Nomination Committee
The Nomination Committee proposes that the AGM appoint a Nomination Committee 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 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 register of shareholders on 1 October 2008.
The Chairman of the Board of Directors shall convene the Nomination Committee
and before 31
January 2009 the Nomination Committee shall present its proposals for the AGM to
be held in
2009. The member of the Board of Directors may not be appointed as Chairman of
the Nomination
Committee. Annual remuneration of EUR 3 000 shall be paid to a member of the
Nomination
Committee who is not a member of the Board of Directors.
Amendment to the Articles of Association
The Board of Directors proposes to the AGM that the articles of association will
be amended by
reducing the number of the Auditors to one entity which shall be Certified
Public Account Firm
approved by Finnish Central Chamber of Commerce, by removing references to
minimum and
maximum capital and maximum number of shares and by revising the matters to be
included on the
agenda of the Annual General Meeting. Furthermore, minor changes of technical
nature are
proposed to be made to the Articles of Association.
CEO's report on restructuring
In connection to CEO's report, CEO Jouko Karvinen shall give a presentation on
the restructurings including closures of Summa magazine mill, Anjala paper
machine 1 and Kemijärvi pulp mill, plan for Norrsundet pulp mill and other
personnel reorganisations.
Documents for the AGM
The financial statements for 2007 as well as other relevant documents related to
the matters to be dealt with at the AGM may be viewed on the Company's website
at www.storaenso.com/investors at the latest from 12 March 2008. Copies of the
documents will be sent to shareholders upon request.
The Annual Report may be viewed at www.storaenso.com/investors from 12 March
2008.
Right of attendance
Entitled to attend and vote at the AGM are those shareholders that on the record
date,
14 March 2008, are registered as shareholders in Stora Enso's shareholder
register. The register is maintained by the Finnish Central Securities
Depository. Nominee-registered shares must be temporarily registered in the
shareholder register as described below.
Notice of attendance
All shareholders that intend to attend the AGM must submit a notice of
attendance to the head office of the Company in one of the following manners:
by telephone +358 2046 21245
+358 2046
21224
+358 2046
21210
+358 2046 21327
by fax +358 2046
21359
by letter Stora Enso Oyj, Legal Department, Box 309, FI-00101 Helsinki
through the Internet www.storaenso.com/agm
Notice must be submitted on or before Tuesday 18 March 2008 at 12 a.m. Finnish
time.
Temporary registration made through VPC is regarded as a notice of attendance.
Proxies
Shareholders wishing to attend and vote at the AGM through a proxy shall submit
their power of attorney to the Company when giving notice of attendance in the
manner set out above.
Temporary registration in the shareholder register
Shares registered in VPC
Shareholders whose shares are registered in the register of shareholders
maintained by VPC and who intend to attend and vote at the AGM must contact VPC
and request temporary registration in Stora Enso's shareholder register. Such
request shall be submitted in writing to VPC before Friday 14 March 2008 at 12
a.m. Swedish time.
Temporary registration made through VPC is regarded as a notice of attendance.
ADR holders
ADR holders intending to vote at the AGM shall notify the depositary bank,
Deutsche Bank Trust Company Americas, of their intention and shall comply with
the instructions provided by Deutsche Bank Trust Company Americas to each ADR
holder.
Other nominee-registered shares
Holders of nominee-registered shares intending to attend and vote at the AGM
shall notify their nominee of their intention and shall comply with the
instructions provided by the nominee.
Appendix
Juha Rantanen, born 1952, Finnish citizen, is the CEO and President of the
Outokumpu Group. He has extensive experience of leading international business
management and Finnish industry. He has also previous experience from board
level work. Earlier he has held the position of the CEO and President of the
Ahlstrom Corporation and Borealis A/S. Currently he holds following positions of
trust: Vice Chairman of the Board of Moventas, member of the Trilateral
Commission (Europe), member of the Nomination Committee of Confederation of
Finnish Industries EK, member of the Board of Association of Finnish Steel and
Metal Producers, Vice President of European Confederation of Iron and Steel
Industries Eurofer, member of the Board and Chairman of the Nomination Committee
of Technology Industries of Finland, Chairman of the Board of Finpro Association
and member of the Supervisory Board of Varma Mutual Pension Insurance Company.
He has a Master of Science Degree in Economics from Helsinki School of Economics
and a Master of Business Administration from International Management Institute,
Geneva.
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