Stora Enso's Annual General Meeting and decisions by the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 31 March 2010 at 15.50 GMT
Stora Enso's Annual General Meeting (AGM) on 31 March 2010 adopted the accounts
for 2009 and granted the Company's Board of Directors and Chief Executive
Officer discharge from responsibility for the period.
Resolution on the use of the profit shown on the balance sheet and the covering
of losses
The AGM approved a proposal by the Board of Directors that the parent company's
loss for the accounting period last ended and the losses from previous periods
evidenced in the parent company's balance sheet, in aggregate approximately EUR
1 251.3 million be covered through the decrease of the parent company's fund for
invested unrestricted equity with the same amount.
Distribution of funds
The AGM also approved a proposal by the Board of Directors that EUR 0.20 per
share, a maximum aggregate of EUR 158 million, be distributed to the
shareholders from the parent company's fund for invested unrestricted equity
(the Distribution).
The Distribution shall be paid to shareholders that on the Distribution record
date, 7 April 2010, 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. The Distribution
payable for Euroclear Sweden registered shares will be forwarded by Euroclear
Sweden AB and paid in Swedish krona. The Distribution payable to ADR holders
will be forwarded by Deutsche Bank Trust Company Americas and paid in US
dollars.
The AGM approved a proposal by the Board of Directors that the Distribution
shall be paid by the Company on 20 April 2010.
Members of the Board of Directors
The AGM approved a proposal that the Board of Directors shall have eight members
and that of the current members of the Board of Directors, Gunnar Brock,
Birgitta Kantola, 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 Ms Carla Grasso and Mr Mikael Mäkinen be elected new
members of the Board of Directors for the same term of office. Claes Dahlbäck,
Dominique Hériard Dubreuil and Ilkka Niemi were not seeking re-election.
Remuneration
The AGM approved the proposed annual remuneration for the members of the Board
of Directors as follow:
Chairman EUR 135 000
Deputy Chairman EUR 85 000
Members EUR 60 000
The AGM also approved a proposal that 40% of the remuneration shall be paid in
Stora Enso Series R shares purchased from the market.
The AGM approved the proposed annual remuneration for the Board committees as
follows:
Financial and Audit Committee
Chairman EUR 20 000
Members EUR 14 000
Remuneration Committee
Chairman EUR 10 000
Members EUR 6 000
Auditor
The AGM approved a proposal that the current auditor Authorised Public
Accountants Deloitte & Touche Oy be re-elected auditor of the Company until the
end of the following AGM. The AGM approved a proposal that remuneration for the
auditor be paid according to invoice.
Appointment of the Nomination Committee
The AGM approved a proposal to appoint 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 30 September 2010.
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 2010.
The Chairman of the Board of Directors shall convene the Nomination Committee
and the Nomination Committee shall at the latest on 31 January 2011 present its
proposals to the Board of Directors for the AGM to be held in 2011. 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
Proposal by the Board of Directors to amend the Articles of Association
The AGM approved a proposal by the Board of Directors that Section 10 of the
Articles of Association of the Company be amended so that the notice to the
General Meeting shall be issued not later than three weeks before the date of
the General Meeting, however, at least nine days before the record date of the
General Meeting.
Decisions by the Board of Directors
As its meeting held after the AGM, the Stora Enso Board of Directors elected
from among its members Gunnar Brock as its Chairman and Juha Rantanen as Vice
Chairman.
Birgitta Kantola will continue as chairwoman of the Financial and Audit
Committee. Gunnar Brock and Juha Rantanen were elected new members of this
committee.
Matti Vuoria will continue as a member of the Remuneration Committee. Gunnar
Brock and Hans Stråberg were elected new members of this committee. Gunnar Brock
was appointed to chair the Remuneration Committee.
For further information, please contact:
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242
www.storaenso.com
www.storaenso.com/investors
Stora Enso is the world leader in forest industry sustainability. We offer our
customers solutions based on renewable raw materials. Our products provide a
climate-friendly alternative to many non-renewable materials, and have a smaller
carbon footprint. Stora Enso is listed in the Dow Jones Sustainability Index and
the FTSE4Good Index. Stora Enso employs some 27 000 people worldwide, and our
sales in 2009 amounted to EUR 8.9 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
Jari Suvanto Ulla Paajanen-Sainio
