Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 30 January 2020 at 8.29 EET

The Board of Directors of Stora Enso Oyj has decided to convene the Annual General Meeting to be held on 19 March 2020.

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 Thursday 19 March 2020 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. Simultaneous translation will be available in the meeting room 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 2019

• President and 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 0.50 per share be distributed on the basis of the balance sheet adopted for the year 2019.

The dividend would be paid to shareholders who on the record date of the dividend payment, Monday 23 March 2020, are recorded in the shareholders’ register maintained by Euroclear Finland Oy 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 crown. Dividends payable to ADR holders will be forwarded by Citibank N.A. and paid in US dollars.

The dividend would be paid on or about Monday 30 March 2020.
 

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

10.       Presentation of the Remuneration Policy

            Presentation of the Stora Enso Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President and CEO and Deputy CEO and the AGM’s advisory approval of the policy.

The policy is available on the Company‘s website storaenso.com/agm and attached to this notice.

11.       Resolution on the remuneration for the members of the Board of Directors
 

The Shareholders' Nomination Board proposes to the AGM that the annual remuneration for the

Chair, Vice Chair and members of the Board of Directors be increased by approximately 2.5–3 percent and be paid as follows:

Board of Directors

The Shareholders’ Nomination Board also proposes that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 40% will be paid in Stora Enso R shares to be purchased on the Board members’ behalf from the market at a price determined in public trading, and the rest in cash. The shares will be purchased within two weeks from the publication of the interim review for the period 1 January 2020–31 March 2020 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase of Company shares.

The Shareholders' Nomination Board proposes further that the annual remuneration for the members of the Financial and Audit Committee, the Remuneration Committee and the Sustainability and Ethics Committee be increased by approximately 2.5–3 percent and be paid as follows:

Financial and Audit Committee

Remuneration Committee

Sustainability and Ethics Committee

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

            The Shareholders’ Nomination Board proposes to the AGM that the Board of Directors shall have nine (9) members.
 

13.       Election of Chair, Vice Chair and other members of the Board of Directors
 

The Shareholders’ Nomination Board proposes to the AGM that of the current members of the Board of Directors Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Mikko Helander, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Stråberg be re-elected members of the Board of Directors until the end of the following AGM and that Håkan Buskhe be elected new member of the Board of Directors for the same term of office.

            Göran Sandberg has announced that he is not available for re-election to the Board of Directors.

            The Shareholders’ Nomination Board proposes that Jorma Eloranta be elected Chair and Hans Stråberg be elected Vice Chair of the Board of Directors.

Håkan Buskhe, M.Sc. Eng., Licentiate of Engineering, born 1963, Swedish citizen, has a strong industrial operative background and management experience having acted as CEO of several leading Swedish companies and as of 12 February 2020 as CEO of FAM AB. Prior to his current position Buskhe has acted as CEO and President of SAAB AB (2010–2019) and E.ON Nordic (2008–2010). Previous working experience further includes executive positions in E.ON Sweden (2006–2008), acting as CEO of the logistics company Schenker North (2001–2006) as well as several positions in Storel AB (1998–2001), Carlsberg A/S  (1994–1998) and Scansped AB (1988–1994). Buskhe has further held positions as Board member in several venture capital companies. He is independent of the company but not of its significant shareholders due to his coming position as CEO of FAM AB. Buskhe currently does not own shares in Stora Enso.

            All candidates and the evaluation regarding their independence have been presented on the company’s website storaenso.com/agm.

14.       Resolution on the remuneration for the auditor

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

15.       Election of auditor
 

On the recommendation of the Financial and Audit Committee, the Board of Directors proposes to the AGM that PricewaterhouseCoopers Oy be elected as auditor until the end of the following AGM. PricewaterhouseCoopers Oy has notified the company that in the event it will be elected as auditor, Samuli Perälä, APA, will act as the responsible auditor.

The recommendation of the Financial and Audit Committee concerning the auditor election is available on the company‘s website storaenso.com/agm.

16.       Authorising the Board of Directors to decide on the repurchase of the Company's own 

             shares

The Board of Directors proposes to the AGM that the Board of Directors be authorised to decide on the repurchase of Stora Enso R shares as follows.

The amount of R shares to be repurchased shall not exceed 2 000 000 shares, which corresponds to approximately 0.25% of all shares and 0.33% of all R shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.

Own shares may be repurchased primarily in order to use the shares as part of the Company's incentive and remuneration scheme. The repurchased shares may be held for reissue, canceled or transferred further.

The Board of Directors decides on all other matters related to the repurchase of own shares. The authorisation is effective until the next AGM, however, no longer than until 31 July 2021.

17.      Authorising the Board of Directors to decide on the issuance of shares

The Board proposes that the AGM authorise the Board to decide on the issuance of Stora Enso R shares on the following terms:

The amount of shares to be issued based on this authorisation shall not exceed a total of 2 000 000 R shares, corresponding to approximately 0.25% of all shares and 0.33% of all R shares. The authorisation covers both the issuance of new shares as well as the transfer of own shares held by the Company.

The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights for the purpose of using the shares as part of the Company's incentive and remuneration scheme.

The Board shall decide on other terms and conditions of a share issue. The authorization shall remain in force until 31 July 2021 and it revokes the authorisation given by the AGM on 14 March 2019.

18.       Decision making order
 

19.       Closing of the meeting
 

B. Documents of the AGM

The proposals for decisions relating to the agenda of the AGM and this notice as well as the remuneration policy are available on Stora Enso Oyj’s website at storaenso.com/agm. Stora Enso Oyj’s annual accounts, the report of the Board of Directors and the auditor’s report for 2019 will be published on Stora Enso Oyj’s website storaenso.com/investors/annual-report during week 7. 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 storaenso.com/agm from Thursday 2 April 2020 at the latest.
 

C. Instructions for the participants in the AGM
 

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the AGM, Monday 9 March 2020, in the shareholders’ register of the company maintained by Euroclear Finland Oy, 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 by giving a prior notice of participation, which has to be received by the company no later than on Friday 13 March 2020 at 4 p.m. Finnish time. 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 at the meeting venue, 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, Monday 9 March 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the AGM requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy no later than on Monday 16 March 2020 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 temporary registration in the 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 temporarily register a holder of nominee-registered shares, who wants to participate in the AGM, into the 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 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 storaenso.com/agm.

Any proxy documents should be delivered to Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101 Helsinki or by email at agm@storaenso.com before the last date for registration. The original proxy document should be presented at the general meeting at the latest, if required.
 

4. Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB´s Securities System who wishes to attend and vote at the AGM must:

1. Be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on Monday 9 March 2020.

Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of Stora Enso Oyj maintained by Euroclear Finland, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above-mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by Monday 9 March 2020 and the nominee should therefore be notified well in advance before said date.

2. Request temporary registration in the shareholders’ register of Stora Enso Oyj maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on Tuesday 10 March 2020 at 12 noon Swedish time.

This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the AGM.

5. ADR holders

ADR holders intending to vote at the AGM shall notify the depositary bank, Citibank, N.A., of their intention and shall comply with the instructions provided by Citibank, N.A. to each ADR holder.

6. Other information

The information concerning the AGM required under the Companies Act and the Securities Market Act is available on the Company's website storaenso.com/agm. Pursuant to Chapter 5, Section 25 of the Finnish 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 176 256 834 conferring a total of 176 256 834 votes and the total number of R shares is 612 363 153, conferring a total of at least 61 236 315 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.

Changes in shareholding occurring after the record date of the AGM, Monday 9 March 2020, will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the AGM.
 

Photo of Håkan Buskhe is available at https://storaenso.emmi.fi/l/FBsjbZr59qhb.

Please copy and paste the link into your web browser.
 

For further information, please contact:
Ulrika Lilja, EVP Communications, tel. +46 72 221 9228

Investor enquiries:
Ulla Paajanen, SVP, Investor Relations, tel. +358 40 763 8767

Part of the bioeconomy, Stora Enso is a leading global provider of renewable solutions in packaging, biomaterials, wooden constructions and paper. We believe that everything that is made from fossil-based materials today can be made from a tree tomorrow. Stora Enso has some 26 000 employees in over 30 countries. Our sales in 2018 were EUR 10.5 billion. Stora Enso shares are listed on Nasdaq Helsinki (STEAV, STERV) and Nasdaq Stockholm (STE A, STE R). In addition, the shares are traded in the USA as ADRs (SEOAY). storaenso.com

STORA ENSO OYJ

For further information, please contact:
Ulrika Lilja
EVP Communications
tel. +46 72 221 9228

Investor enquiries:
Ulla Paajanen
SVP, Investor Relations
tel. +358 40 763 8767