Notice to the General Meeting of Stora Enso Oyj
STORA ENSO OYJ STOCK EXCHANGE RELEASE 5 February 2009 at 6.59 GMT
Stora Enso Oyj's Annual General Meeting (AGM) will be held on Wednesday 1 April
2009 at 4 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6,
Helsinki, Finland.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Matters of order for the meeting
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 2008
- CEO's report
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and
distribution of funds
The Board of Directors proposes to the AGM that EUR 0.20 per share, a maximum
aggregate of EUR 157 907 699.80, be distributed to the shareholders from the
share premium fund of the parent company. The distribution shall be paid after
the Finnish National Board of Patents and Registration has given its consent to
the decrease of the share premium fund which is expected to take place in July
2009 at the earliest. The details of the record date and payment date of the
distribution shall be decided in the AGM.
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 Committee proposes, at the initiative of the Board of
Directors, to the AGM that the annual remuneration for the members of the Board
of Directors and Board Committees shall be reduced to a half compared to
previous
years as follows:
Board of Directors
Chairman EUR 67 500
Deputy Chairman EUR 42 500
Members EUR 30 000
The Nomination Committee also proposes that 40% of the remuneration 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 10 000
Members EUR 7 000
Remuneration Committee
Chairman EUR 5 000
Members EUR 3 000
Remuneration shall be paid only to non-executive Board members.
11. Resolution on the 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.
12. Election of members of the Board of Directors
The Nomination Committee proposes to the AGM that of the current members of
the Board of Directors, Gunnar Brock, Claes Dahlbäck, Dominique Hériard
Dubreuil,
Birgitta Kantola, Ilkka Niemi, Juha Rantanen, Matti Vuoria and Marcus Wallenberg
be re-elected members of the Board of Directors until the end of the following
AGM and that Hans Stråberg be elected new member of the Board of Directors for
the same term of office. Jan Sjöqvist has announced that he wishes to retire
from the Board of Directors at the end of the Annual General Meeting.
Hans Stråberg is currently the CEO and President of Electrolux AB. He holds a
Master's degree in Science and Engineering from the Chalmers University of
Technology in Gothenburg, Sweden.
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.
14. Election of auditor
The Board of Directors proposes to the AGM that the current auditor Authorised
Public Accountants Deloitte & Touche Oy be re-elected auditor of the Company
until the end of the following AGM.
15. Appointment of Nomination Committee
The Nomination Committee proposes that the AGM appoints 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 2009.
The Chairman of the Board of Directors shall convene the Nomination Committee
and the Nomination Committee shall present its proposals to the Board of
Directors for the AGM to be held in 2010 before 31 January 2010. A 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.
16. Decrease of the share premium fund and the reserve fund of the parent
company
The Board of Directors proposes to the AGM that the share premium fund as
shown in the balance sheet of the parent company as per 31 December 2008 will
be
decreased by an amount of EUR 1 688 145 310.08, and the reserve fund as shown in
the balance sheet of the parent company as per 31 December 2008 by an amount of
EUR 353 946 990.12. The decreased amounts shall be transferred to the invested
non-restricted equity fund. The decrease is proposed to be in addition to the
decrease proposed under item 8 above.
The decrease of the share premium fund and the reserve fund become effective
after the Finnish National Board of Patents and Registration has given its
consent to the decrease.
17. Proposal by the shareholders Matti Ikonen, Matti Liimatainen and Annina
Käppi
Shareholders Matti Ikonen, Matti Liimatainen and Annina Käppi propose to the
AGM that Stora Enso Oyj no longer procure from the Finnish state enterprise
Metsähallitus any wood from forest areas in forest Lapland that nature
conservation organisations have designated as rare contiguous wilderness areas
formed by old-growth forests, bogs and fells.
18. Decision making order
19. Closing of the meeting
B. Documents of the AGM
The proposals of the Board of Directors and its committees as well as the
proposals of the shareholders 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. The
annual report of Stora Enso Oyj, including the Company's annual accounts, the
report of the Board of Directors and the auditor's report will be published on
the above-mentioned website as a pdf document during the week commencing Monday
23 February 2009. The proposals of the Board of Directors and the annual
accounts are also 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 the above-mentioned website as from 15 April 2009.
C. Instructions for the participants in the AGM
1. The right to participate and registration
Each shareholder, who on the AGM record date 20 March 2009 is registered in the
shareholders' register of the Company held by Euroclear Finland Ltd, has the
right to participate in the AGM. A shareholder, whose shares are registered on
his/her personal book-entry account, is registered in the shareholders' register
of the Company.
A shareholder, who wants to participate in the AGM, shall register for the AGM
no later than 25 March 2009 at noon Finnish time by giving a prior notice of
participation. Such notice can be given:
a) on the Company's website: www.storaenso.com/agm
b) by telephone: +358 2046 21245
+358 2046 21224
+358 2046 21210
+358 2046 21327
c) by telefax: +358 2046 21359
d) by regular mail: Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101
Helsinki
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant.
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.
2. 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. Possible 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.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the AGM, must
be entered into the shareholders' register of the Company on the AGM record date
20 March 2009.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
Company, the issuing of proxy documents and registration for the AGM from
his/her custodian bank. Further information on these matters can also be found
on the Company's website www.storaenso.com/agm.
4. Shares registered in Euroclear Sweden AB
Shareholders whose shares are registered 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 shareholder register. Such request shall be submitted in writing to
Euroclear Sweden AB before Friday 20 March 2009 at noon Swedish time. Temporary
registration made through Euroclear Sweden AB is regarded as a notice of
attendance.
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
On the date of this notice to the AGM 5 February 2009, the total number of
series A shares in Stora Enso Oyj is 177 152 431, representing a total of
177 152 431 votes and the total number of series R shares is 612 386 068,
representing a total of at least 61 238 607 votes. Each series A share and each
ten (10) series R shares entitle the holder to one vote. Each shareholder shall,
however, have at least one vote.
APPENDIX
Hans Stråberg, born 1957, Swedish citizen, is the President and CEO of AB
Electrolux. He has held several management position at Electrolux in Sweden and
the USA. Before joining Electrolux in 1983, he was Assistant to the Technical
Attaché at the Swedish Embassy in Washington DC. In 1987, Hans Stråberg assumed
his first Electrolux senior management position, with global responsibility for
dishwashers and laundry equipment. In 1992, he assumed the position of General
Manager of Electrolux' Floor Care operations at the Västervik facilities in
Sweden. This was followed by another major assignment in the USA in 1995, this
time with responsibility for production and development in the Group's North
American White Goods operations. In 1998, he became Executive Vice President for
the Group's Floor Care and Light Appliances sector. He also joined the Group
Management Team at this time. Since April 2002, Hans Stråberg is President and
Chief Executive Officer at AB Electrolux. Currently he holds following positions
of trust: Board Member of Roxtec, Board Member of the Associations of Swedish
Engineering Industries.
Hans Stråberg holds a Master's degree in Science and Engineering from the
renowned Chalmers University of Technology in Gothenburg, Sweden.
An image bank of pictures that may be freely used to illustrate articles about
Stora Enso is available at
http://bmt.storaenso.com
Please, copy and paste the link into your web browser and follow the path:
Images > Corporate > People > Management > Hans Stråberg
For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Markus Rauramo, CFO, tel. +358 2046 21121
Keith Russell, Senior Vice President, Investor Relations, tel. +44 7775 788659
Ulla Paajanen-Sainio, Vice President, Investor Relations and Financial
Communications,
tel. +358 2046 21242
www.storaenso.com
www.storaenso.com/investors
STORA ENSO OYJ
Jari Suvanto Ulla Paajanen-Sainio
