Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 5 February 2013 at 12.59 EET

The Board of Directors has today decided to call the Annual General meeting to be held on 23 April 2013. In addition it has decided to establish a new committee, Global Responsibility and Ethics Committee, to focus on responsibility and ethics matters. The new committee will be appointed after the AGM.

Notice to the Annual General Meeting

Notice is given to the shareholders of Stora Enso Oyj to the Annual General Meeting to be held on Tuesday 23 April 2013 at 4 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 3 p.m. Finnish time.

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.

A. Matters on the agenda of the AGM

At the AGM, the following matters will be considered:
 

1.         Opening of the meeting
 

2.         Calling the meeting to order
 

3.         Election of persons to confirm the minutes and to supervise the counting of votes
 

4.         Recording the legality of the meeting
 

5.         Recording the attendance at the meeting and adoption of the list of votes
 

6.         Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2012
 

• CEO’s report
• Response to the initiatives by shareholder Otto Bruun
   

7.         Adoption of the annual accounts
 

8.         Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.30 per share be distributed for the year 2012.

The dividend would be paid to shareholders who on the record date of the dividend payment, 26 April 2013, are recorded in the shareholders’ register maintained by Euroclear Finland Ltd. or in the separate register of shareholders maintained by Euroclear Sweden AB for Euroclear Sweden registered shares. Dividends payable for Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB 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 proposes to the AGM that the dividend be paid on 15 May 2013.
 

9.         Resolution on the discharge of the members of the Board of Directors and the CEO from liability
 

10.       Resolution on the remuneration of the members of the Board of Directors
 

The Nomination Board proposes to the AGM that the annual remuneration for the members of the Board of Directors remains unchanged as follows.

Board of Directors

The Nomination Board also proposes that the members of the Board of Directors, based on the AGM’s decision, use 40% of the above mentioned annual remuneration for purchasing Stora Enso R shares from the market and that the purchases will be carried out within two weeks from the AGM.

It is further proposed that the annual remuneration for the members of the Financial and Audit Committee and Remuneration Committee be kept at its present level, as follows:

Financial and Audit Committee

Remuneration Committee

The Board of Directors has decided to establish a new committee to focus on responsibility and ethics matters. It is proposed that the annual remuneration for the members of the Global Responsibility and Ethics Committee be as follows:

Global Responsibility and Ethics Committee

Remuneration shall be paid only to non-executive members of the Board and Board Committees.
 

11.       Resolution on the number of members of the Board of Directors
 

            The Nomination Board proposes to the AGM that the Board of Directors shall have ten (10) members.
 

12.       Election of members of the Board of Directors

The Nomination Board proposes that the current members of the Board of Directors – Gunnar Brock, Hock Goh, Birgitta Kantola, Mikael Mäkinen, Juha Rantanen, Hans Stråberg, Matti Vuoria and Marcus Wallenberg - be re-elected members of the Board of Directors until the end of the following AGM and that Ms Elisabeth Fleuriot and Ms Anne Brunila be elected new members of the Board of Directors for the same term of office. Ms Fleuriot and Ms Brunila would strengthen and bring substantial experience to the Board of Directors. Both of them are independent of the Company and significant shareholders thereof.

Elisabeth Fleuriot, M.Sc. (Econ), born 1956, French citizen, has gained extensive management experience through her past positions, including Senior Vice President, Emerging Markets and Regional Vice President, France, Benelux, Russia and Turkey, in Kellogg Company (2001–2012), General Manager, Europe, in Yoplait, Sodiaal Group (1998–2001) and several management positions in Danone Group (1979–1997). She is a member of the Board of Directors of Carlsberg Company.

Anne Brunila, D.Sc. (Econ.), born 1957, Finnish citizen, served as Executive Vice President, Corporate Relations and Strategy and Member of the Management Team of Fortum 2009–2012. Previously she has also served as President and CEO of the Finnish Forest Industries Federation (2006–2009) and has held several positions in the Finnish Ministry of Finance (2002–2006) and the Bank of Finland and the European Commission (2000–2002). Ms Brunila is member of the Board of Sampo Plc, Kone Plc, the Research Institute of the Finnish Economy ETLA and the Finnish Business and Policy Forum EVA. She is Chairman of the Board of the International Chamber of Commerce Finland and Vice Chairman of the Board of Aalto University Foundation.
 

13.       Resolution on the remuneration of the auditor

The Board of Directors proposes to the AGM that remuneration for the auditor be paid according to invoice approved by the Financial and Audit Committee.
 

14.       Election of auditor

The Board of Directors proposes to the AGM that the current auditor Deloitte & Touche Oy, Authorized Public Accountants, be re-elected auditor until the end of the following AGM.
 

15.       Appointment of Nomination Board

The Nomination Board proposes that the AGM appoint a Nomination Board to prepare proposals concerning

(a) the number of members of the Board of Directors,
(b) the election of members of the Board of Directors,
(c) the remuneration of the Chairman, Vice Chairman and members of the Board of Directors, and
(d) the remuneration of the Chairman and members of the Committees of the Board of Directors.
 

The Nomination Board shall consist of the following four members: 

• the Chairman of the Board of Directors
• the Vice Chairman of the Board of Directors
• two other members appointed by the two largest shareholders as of 30 September 2013, appointing one each.
   

The largest shareholders are determined on the basis of their shareholdings registered in the company’s shareholders’ register. In addition, shareholders who under the Finnish Securities Markets Act have an obligation to disclose certain changes in ownership (shareholder subject to disclosure notification) will be taken into account provided that they notify their shareholdings to the Board of Directors in writing by 30 September 2013. A shareholder may change its representative appointed to the Nomination Board for significant reasons.

The Chairman of the Board of Directors shall convene the Nomination Board and the Nomination Board shall at the latest on 31 January 2014 present its proposals to the Board of Directors for the AGM to be held in 2014. A member of the Board of Directors may not be appointed Chairman of the Nomination Board. An annual remuneration of EUR 3 000 shall be paid to a member of the Nomination Board who is not a member of the Board of Directors.
 

16.       Cancellation of treasury shares

The Board of Directors proposes to the AGM that 918 512 Series R treasury shares be cancelled. Stora Enso is in possession of 918 512 Series R treasury shares (approximately 0.12% of the issued shares) which have been acquired in several occasions on the basis of AGM resolutions in 2006 and before. The Board of Directors does not foresee any reason for the company to possess the treasury shares for the purposes stated in the respective AGM resolutions.

17.       Decision making order
 

18.       Closing of the meeting
 

B. Documents of the AGM

The proposals for decisions relating to the agenda of the AGM, as well as shareholder initiatives and this notice are available on Stora Enso Oyj’s website at www.storaenso.com/agm. Stora Enso’s annual accounts, the report of the Board of Directors and the auditor’s report for 2012 will be published on Stora Enso Oyj’s website www.storaenso.com/investors during the week commencing on Monday 18 February 2013. The proposals for decisions and the other above-mentioned documents will also be available at the AGM. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the AGM will be available on Stora Enso Oyj’s website www.storaenso.com/agm from Tuesday 7 May 2013.
 

C. Instructions for the participants in the AGM
 

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Thursday 11 April 2013 in the shareholders’ register of the company maintained by Euroclear Finland Ltd., has the right to participate in the AGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who is registered in the company’s shareholders’ register and who wants to participate in the AGM, must register for the AGM no later than on Tuesday 16 April 2013 at 12 p.m. Finnish time by giving a prior notice of participation. Such notice can be given:

When registering, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of any assistant or proxy representative and the personal identification number of any proxy representative. The personal data given to Stora Enso Oyj will be used only in connection with the AGM and with the processing of related registrations.

The shareholder or his/her authorised representative or proxy representative shall, if required, be able to prove his/her identity and/or right of representation.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the AGM by virtue of such shares, based on which he/she on the record date of the AGM, Thursday 11 April 2013, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the AGM requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. no later than on Thursday 18 April 2013 by 10 a.m. Finnish time. As regards nominee-registered shares this constitutes due registration for the AGM.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee-registered shares, who wants to participate in the AGM, into the temporary shareholders’ register of the company at the latest by the time stated above.

Further information on these matters can also be found on the company’s website www.storaenso.com/agm.
 

3. Proxy representative and powers of attorney

A shareholder may participate in the AGM and exercise his/her rights at the AGM by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM. If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM. Proxy templates are available on the company’s website www.storaenso.com/agm.

Any proxy documents should be delivered in originals to Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101 Helsinki before the last date for registration. Alternatively, a copy of the proxy may be sent to agm@storaenso.com, in which case the original shall be presented at the meeting.

4. Shares registered in Euroclear Sweden AB

Shareholders whose shares are registered on the record date of the AGM, Thursday 11 April 2013, in the register of shareholders maintained by Euroclear Sweden AB and who intend to attend and vote at the AGM must contact Euroclear Sweden AB and request temporary registration in Stora Enso’s shareholders’ register. Such request shall be submitted in writing to Euroclear Sweden AB no later than on Monday 15 April 2013 at
9 a.m. Swedish time. Temporary registration made through Euroclear Sweden AB is regarded as registration for the AGM.

5. 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.

6. Other information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the AGM has the right to request information with respect to the matters to be considered at the AGM.

On the date of this notice to the AGM the total number of Stora Enso Oyj A shares is 177 147 772, conferring a total of 177 147 772 votes and the total number of R shares is 612 390 727, conferring a total of at least 61 239 072 votes. Each A share and each ten (10) R shares entitle the holder to one vote. Each shareholder shall, however, have at least one vote.

Photos of Elisabeth Fleuriot and Anne Brunila are available at
http://bmt.storaenso.com/?cart=317-ilfjhcaecd&l=EN
Please, copy and paste the link into your web browser.

For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Karl-Henrik Sundström, CFO, tel.+46 1046 71660
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242

Stora Enso is the global rethinker of the paper, biomaterials, wood product and packaging industry. We always rethink the old and expand to the new to offer our customers innovative solutions based on renewable materials. Stora Enso employs some 30 000 people worldwide, and our sales in 2011 amounted to EUR 11.0 billion. Stora Enso shares are listed on NASDAQ OMX Helsinki (STEAV, STERV) and Stockholm (STE A, STE R). In addition, the shares are traded in the USA as ADRs (SEOAY) in the International OTCQX over-the-counter market.

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

STORA ENSO OYJ