Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 8 February 2012 at 12.59 EET

Notice is given to the shareholders of Stora Enso Oyj to the Annual General Meeting to be held on Tuesday 24 April 2012 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 2011

-          CEO’s report
 

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 2011.

The dividend shall be paid to shareholders who on the record date of the dividend payment, 27 April 2012, 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 16 May 2012.
 

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 be increased as stated below. The current level of remuneration has been the same since 2002 except in 2009, when the remuneration at the initiative of the Board of Directors was reduced by half compared to previous years.
 

            Board of Directors

The Nomination Board also proposes that 40% of the annual remuneration be paid in Stora Enso R shares purchased from the market.

It is further proposed that the annual remuneration for the members of the Board Committees be kept at its present level, as follows:
 

            Financial and Audit Committee

            Remuneration 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 eight (8) 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, 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 Hock Goh be elected new member of the Board of Directors for the same term of office.

Hock Goh, born in 1955, and a Singaporean citizen, is Operating Partner of Baird Capital Partners Asia, a US private equity group. Prior to joining Baird Capital Partners in 2005, Hock Goh in 1995–2005 held several senior management positions in Schlumberger, the leading oilfield services provider. He was Division President of Schlumberger Ltd 2002–2005, President of Schlumberger Asia 1998–2002 and Vice President and General Manager of China 1995–1998. He is also the Chairman of the Board of Advent Energy and MEC Resources, and member of the Board of BPH Energy, KS Distribution Pte Ltd and THISS Technologies Pte Ltd. He holds a Bachelor’s degree (honours) in Mechanical Engineering from Monash University, Australia. Hock Goh is independent of Stora Enso Oyj and of its shareholders.

Hock Goh would bring valuable knowledge and experience to the Stora Enso Board of Directors in areas such as Asian markets, natural resources and investments.
 

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 2012, 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 2012. A shareholder may change its representative appointed to the Nomination Board for weighty reasons.

The Chairman of the Board of Directors shall convene the Nomination Board and the Nomination Board shall at the latest on 31 January 2013 present its proposals to the Board of Directors for the AGM to be held in 2013. 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.       Decision making order
 

17.       Closing of the meeting
 

B. Documents of the AGM

The proposals for decisions relating to the agenda of the AGM, as well as 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 2011 will be published on Stora Enso Oyj’s website www.storaenso.com/investors during the week commencing on Monday 20 February 2012. 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 8 May 2012.
 

C. Instructions for the participants in the AGM
 

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Thursday 12 April 2012 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 17 April 2012 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 12 April 2012, 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 19 April 2012 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.

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.

4. Shares registered in Euroclear Sweden AB

Shareholders whose shares are registered on the record date of the AGM, Thursday 12 April 2012, 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 16 April 2012 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, 8 February 2012, 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.

For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Markus Rauramo, CFO, tel. +358 2046 21121
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242
 

Photo of Hock Goh is available at http://bmt.storaenso.com/storaensolink.jsp?imageid=_HG

Please copy and paste the link into your web browser.
 

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

Stora Enso is the global rethinker of the biomaterials, paper, packaging and wood products 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 2010 amounted to EUR 10.3 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.

STORA ENSO OYJ