Stora Enso’s Annual General Meeting and decisions by the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 16 March 2023 at 18:30 EET
Stora Enso Oyj’s Annual General Meeting was held on 16 March 2023 at Marina Congress Center in Helsinki, Finland. The AGM adopted the accounts for 2022, reviewed the Remuneration Report 2022 and granted the Company’s Board of Directors and Chief Executive Officer discharge from liability for the period.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The AGM approved the proposal by the Board of Directors that the Company shall distribute a dividend of EUR 0.60 per share for the year 2022.
The dividend shall be paid to shareholders who on the record date of the dividend payment, Monday 20 March 2023, 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 shall be paid on or about Monday 27 March 2023.
Members of the Board of Directors
The AGM approved the proposal by the Shareholders' Nomination Board, in accordance with which the current members of the Board of Directors – Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Kari Jordan, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Sohlström – were re-elected members of the Board of Directors until the end of the following AGM and that Astrid Hermann was elected new member of the Board of Directors for the same term of office.
In accordance with the proposal by the Shareholders' Nomination Board, the AGM elected Kari Jordan as Chair of the Board of Directors and Håkan Buskhe as Vice Chair of the Board of Directors.
Remuneration
The AGM approved the proposal by the Shareholders' Nomination Board on the annual remuneration for the Board of Directors as follows:
Chair EUR 209,000 (2022: 203,000)
Vice Chair EUR 118,000 (2022: 115,000)
Members EUR 81,000 (2022: 79,000)
The AGM also approved the proposal by the Shareholders' Nomination Board 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 of the publication of the interim report for the period 1 January 2023–31 March 2023 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 AGM approved the annual remuneration for the Board committees in accordance with the proposal by the Shareholders’ Nomination Board as follows:
Financial and Audit Committee
Chair EUR 22,600 (2022: 22,000)
Members EUR 15,900 (2022: 15,400)
People and Culture Committee
Chair EUR 11,300 (2022: 11,000)
Members EUR 6,800 (2022: 6,600)
Sustainability and Ethics Committee
Chair EUR 11,300 (2022: 11,000)
Members EUR 6,800 (2022: 6,600)
Auditor
The AGM resolved, in accordance with the proposal by the Board of Directors, to elect PricewaterhouseCoopers Oy as auditor until the end of the following AGM. PricewaterhouseCoopers Oy has notified the company that Samuli Perälä, APA, will act as the responsible auditor. The AGM also resolved, in accordance with the proposal by the Board of Directors, that the remuneration for the auditor shall be paid according to invoice approved by the Financial and Audit Committee.
Board authorisation to decide on repurchase and issuance of shares
In accordance with the proposal by the Board of Directors, the AGM resolved to authorise the Board of Directors 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 R shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own R 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 R 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, cancelled or transferred further.
In accordance with the proposal by the Board of Directors, the AGM also resolved to authorise the Board of Directors to decide on the issuance of Stora Enso R shares as follows:
The amount of R 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 R 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 authorisations are effective until the beginning of the next AGM, however, no longer than until 31 July 2024 and they revoke the authorisations given by the AGM on 15 March 2022.
Amendment of the Articles of Association
The AGM approved the proposal by the Board of Directors to amend the Company’s Articles of Association to enable arranging a General Meeting of Shareholders as a virtual meeting without a meeting venue as an alternative for a physical meeting or a hybrid meeting. The amendment facilitates the holding of General Meetings of Shareholders virtually among others in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The amendments do not preclude arranging General Meetings of Shareholders as in-person or hybrid meetings.
Decisions by the Board of Directors
Richard Nilsson (Chair), Elisabeth Fleuriot and Astrid Hermann were elected members of the Financial and Audit Committee.
Kari Jordan (Chair), Håkan Buskhe and Antti Mäkinen were elected members of the People and Culture Committee.
Christiane Kuehne (Chair), Helena Hedblom and Hans Sohlström were elected members of the Sustainability and Ethics Committee.
For further information, please contact:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
Part of the global bioeconomy, Stora Enso is a leading provider of renewable products in packaging, biomaterials, and wooden construction, and one of the largest private forest owners in the world. We believe that everything that is made from fossil-based materials today can be made from a tree tomorrow. Stora Enso has approximately 21,000 employees and our sales in 2022 were EUR 11.7 billion. Stora Enso shares are listed on Nasdaq Helsinki Oy (STEAV, STERV) and Nasdaq Stockholm AB (STE A, STE R). In addition, the shares are traded in the USA as ADRs (SEOAY). storaenso.com/investors
STORA ENSO OYJ
For further information, please contact:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691