Stora Enso?s Annual General Meeting and

STORA ENSO OYJ  Stock Exchange Release 18 March 2004 at 19.00

Stora Enso’s Annual General Meeting and decisions by the Board of 
Directors

Stora Enso’s Annual General Meeting (AGM) on 18 March 2004 adopted 
the accounts for 2003 and granted the company’s Board of Directors 
and Chief Executive Officer discharge from responsibility for the 
period.

The AGM approved a proposal by the Board of Directors that a 
dividend of EUR 0.45 per share be paid for the financial year 2003. 
The company will pay the dividend on 2 April 2004 to the 
shareholders entered in the shareholder registers maintained by the 
Finnish Central Securities Depository, VPC and Deutsche Bank Trust 
Company Americas on the dividend record date, 23 March 2004. 
Dividends for VPC-registered shares will be paid in Swedish krona 
and dividends for ADR holders will be paid in US dollars. 

The AGM approved a proposal that Krister Ahlström, Claes Dahlbäck, 
Harald Einsmann, Björn Hägglund, Jukka Härmälä, Barbara Kux, Ilkka 

Niemi, Paavo Pitkänen, Jan Sjöqvist and Marcus Wallenberg be re-
elected as members of the Board of Directors to serve until the end 
of the following AGM, and that Lee A. Chaden be elected as a new 
member of the Board of Directors to replace George W. Mead, who was 
resigning from office.

The AGM approved a proposal that Authorised Public Accountants 
PricewaterhouseCoopers Oy be elected to act as an auditor of the 
Company until the end of the following AGM. 

The AGM approved the proposed annual remuneration for the Board of 
Directors as follows:
  Chairman		EUR 135 000 
  Deputy Chairman	EUR 85 000 
  Members		EUR 60 000 

The AGM approved the proposed annual remuneration for the Board 
committees as follows:

Financial and Audit Committee
  Chairman		EUR 10 000
  Member		EUR 7 000

Compensation Committee
  Chairman		EUR 5 000
  Member		EUR 3 000

Nomination Committee
  Chairman		EUR 5 000
  Member		EUR 3 000 

Remuneration for the Board of Directors and committees is paid only 
to non-executive members.

The AGM also approved the following proposals by the Board of 
Directors:

1) The share capital will be reduced by EUR 47 273 770 through the 
cancellation of 8 100 Series A shares and 27 800 000 Series R shares 
that were repurchased with the approval of the AGM on 20 March 2003, 
repurchasing started 27 March 2003.

2) The Board of Directors was authorised to use distributable equity 
of the company to repurchase not more than 9 000 000 Series A shares 
and not more than 32 700 000 Series R shares in the company, but not 
exceeding 5% of the votes or the share capital. Shares may not be 
repurchased other than through public trading and at the price 
prevailing at the time of the repurchase. Shares may be repurchased 
for the purpose of improving the capital structure, for use in 
financing corporate acquisitions and other arrangements, or to be 
sold or otherwise transferred or cancelled. Cancellation of shares 
would require a separate resolution by a Shareholders’ Meeting. The 
Board of Directors is authorised to decide on other terms and 
conditions relating to repurchases. This authorisation is valid up 
to and including 17 March 2005.

3) The Board of Directors was authorised to dispose of not more than 
9 000 000 Series A shares and not more than 32 700 000 Series R 
shares in the company held by the same. The Board was authorised to 
decide to whom and in what manner to dispose of these shares in the 
company. The shares can be disposed of by derogation from the pre-
emptive rights of the existing shareholders, as consideration in 
possible corporate acquisitions or other arrangements, or sold in 
public trading. The Board was authorised to decide the sales price 
or other consideration for the shares as well as the basis for the 
determination of such consideration, and the shares can be disposed 
of for a consideration other than cash. The Board of Directors was 
authorised to decide on all other terms and conditions of the 
disposal. This authorisation is valid up to and including 17 March 
2005.


Decisions by the Board of Directors

At its meeting held after the AGM, the Stora Enso Board of Directors 
elected from among its members Claes Dahlbäck as its Chairman and 
Krister Ahlström as Vice Chairman. 

Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist (chairman) and Marcus 
Wallenberg will continue as members of the Financial and Audit 
Committee. Barbara Kux was elected a new member of this committee.

Claes Dahlbäck (chairman), Krister Ahlström and Harald Einsmann will 
continue as members of the Compensation Committee. Ilkka Niemi was 
elected a new member of this committee.

Claes Dahlbäck, Krister Ahlström (chairman) and Harald Einsmann will 
continue as members of the Nomination Committee. Ilkka Niemi was 
elected a new member of this committee.

The Board also decided to repurchase not more than 9 000 000 Series 
A shares and not more than 32 700 000 Series R shares in the 
company. The repurchases will be undertaken as authorised by the 
AGM. The repurchases will start at the earliest on 25 March 2004.


For further information, please contact:
Jyrki Kurkinen, Senior Vice President, Legal Affairs, 
tel. +358 2046 21217
Kari Vainio, Executive Vice President, Corporate Communications, 
tel. +44 77 9934 8197


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

STORA ENSO OYJ



p.p.  Jussi Siitonen   Jukka Marttila