Stora Enso?s Board proposals to the Annual General Meeting

STORA ENSO OYJ Stock Exchange Release 2 February 2006 at 10.00


Stora Enso’s Board proposals to the Annual General Meeting

Stora Enso’s Board has in its meeting decided that the Annual General 
Meeting shall be held in Helsinki on Tuesday 21 March 2006. The 
Board’s proposals are the following:

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

Adoption of the income statement and balance sheet of the parent 
company and the consolidated income statement and balance sheet

Disposal of the year’s profit 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 
2005. 

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 shall be forwarded by VPC 
and paid in Swedish krona. Dividends payable to ADR holders shall 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 24 March 2006. The Board of Directors proposes to the AGM 
that the dividend payment be issued by the Company on 5 April 2006.

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 ten (10) members. 

Number of Auditors 
Shareholders representing more than 50% of the votes in the Company 
have confirmed that they will propose to the AGM that the number of 
auditors be one (1) until the end of the following AGM. 



Remuneration for 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
 
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
Shareholders representing more than 50% of the votes in the Company 
have confirmed that they will propose to the AGM that remuneration 
for the auditors be paid according to invoicing 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, Lee A. Chaden, Claes Dahlbäck, Jukka Härmälä, 
Birgitta Kantola, Ilkka Niemi, Jan Sjöqvist, Matti Vuoria and Marcus 
Wallenberg be re-elected to continue in their office and that 
Dominique Hériard Dubreuil be elected as a new member to serve until 
the end of the following AGM. 

Election of Auditors
Shareholders representing more than 50% of the votes in the Company 
have confirmed that they will propose to the AGM that Authorised 
Public 	Accountants PricewaterhouseCoopers Oy be elected to act as 
auditor of the Company until the end of the following AGM.

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 2006. 

The Chairman of the Board of Directors shall convene the Nomination 
Committee and before 31 January 2007 the Nomination Committee shall 
present its proposals for the AGM to be held in 2007. 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.

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 shall be reduced by EUR 39 845 620 through the 
cancellation of 38 600 Series A shares held by the Company and 
23 400 000 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. 

A proposal by the Board of Directors to authorise the Board of 
Directors to repurchase shares in the Company
The Board of Directors shall be authorised to use the distributable 
equity of the Company to repurchase shares in the Company as follows. 
The number of repurchased Series A shares shall not be more than 
17 700 000 and the total number of repurchased Series R shares not 
more than 60 100 000. Shares in the Company shall 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 the voting power of such shares after the 
repurchase, exceeding ten (10) 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. 

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 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 20 March 2007. 

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 shall 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 13 above with respect to the authorisation to repurchase the 
Company’s own shares. 

The Board of Directors shall be authorised to decide to whom and in 
which manner to dispose of the shares in the Company. The shares 
could be disposed of by derogation from the pre-emptive rights of the 
existing shareholders, as consideration in possible corporate 
acquisitions or other arrangements and 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 could 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 20 March 2007. 

A proposal by the shareholders Matti Liimatainen and Annina Käppi.
Shareholders Liimatainen and Käppi propose that Stora Enso Oyj no 
longer procure from the Finnish state enterprise Metsähallitus any 
wood from forest areas in the Sámi people’s native locality in Inari 
designated as especially valuable for reindeer herding as reindeer 
grazing forest areas.

For further information, please contact:
Jyrki Kurkinen, General Counsel, tel. +358 2046 21217
Johan Feldreich, Deputy General Counsel, tel. +46 23 78 21 32

www.storaenso.com
www.storaenso.com/investors



The AGM will be held on Tuesday 21 March 2006 at 4 p.m. Finnish time 
at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. 
The Annual General Meeting (AGM) will be conducted in the Finnish 
language. In the meeting room simultaneous translation will be 
available into the Swedish, English and, when relevant, Finnish 
languages. 

Right of attendance
Entitled to attend and vote at the AGM are those shareholders that on 
the record date,  
10 March 2006, 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 must be submitted on or before Thursday 16 March 2006 at 12 
a.m. Finnish time.



Appendix

Dominique Hériard Dubreuil, born 1946, French citizen, is Chairman of 
the Board of Rémy Cointreau. She has extensive experience of leading 
international business and global brand building. She has also 
previous experience from board level work. Earlier she has held 
executive positions at Rémy Martin and Rémy Cointreau as well as in 
PR consultancy. Currently she is Chairman of Vinexpo Overseas and a 
member of the Board of Comité Colbert and a member of the Board of 
Fédération des Exportateurs de Vins et Spiritueux. She has a Bachelor 
of Arts degree in Law from Paris University Assas and a Master of 
Arts degree in Public Relations from IRPCS. 

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STORA ENSO OYJ


p.p.	Jussi Siitonen	Jukka Marttila

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