Stora Enso's Annual General Meeting and decisions by the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 1 April 2009 at 16.00 GMT
Stora Enso's Annual General Meeting (AGM) on 1 April 2009 adopted the accounts for 2008 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 distribution of funds The AGM approved a proposal by the Board of Directors that EUR 0.20 per share, in total EUR 157 907 699.80, be distributed to the shareholders from the share premium fund of the parent company. The AGM authorised the Board of Directors to decide the record and payment dates for the distribution of the funds. It is currently anticipated that record date will be 31 July 2009 and the payment date around 10 August 2009. The dates will be confirmed when the Finnish National Board of Patents and Registration has given its consent to the decrease of the share premium fund. Members of the Board of Directors The AGM approved a proposal that the Board of Directors shall have nine members and 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 as members of the Board of Directors until the end of the following AGM and that Hans Stråberg be elected as a new member of the Board of Directors for the same term of office. Jan Sjöqvist was not seeking re-election. Remuneration The AGM approved the proposed reduced annual remuneration for the Board of Directors as follows: Chairman EUR 67 500 Vice Chairman EUR 42 500 Members EUR 30 000 The AGM also approved a proposal that 40% of the remuneration shall be paid in Stora Enso 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 10 000 Member EUR 7 000 Remuneration Committee Chairman EUR 5 000 Member EUR 3 000 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 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 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. Decrease of the share premium fund and the reserve fund of the parent company The AGM approved a proposal that the share premium fund as shown in the balance sheet of the parent company as per 31 December 2008 be decreased by 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 EUR 353 946 990.12 by transferring these amounts to the invested non-restricted equity fund. The decrease of the share premium fund and the reserve fund is subject to and will become effective following consent by the Finnish National Board of Patents and Registration. 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 Ilkka Niemi as Vice Chairman. Claes Dahlbäck, Birgitta Kantola and Ilkka Niemi will continue as members of the Financial and Audit Committee. Birgitta Kantola was appointed to chair the Financial and Audit Committee. Claes Dahlbäck (chairman), Dominique Hériard Dubreuil, Ilkka Niemi and Matti Vuoria will continue as members of the Remuneration Committee. Stora Enso's Board of Directors appointed Chief Financial Officer (CFO) Markus Rauramo as deputy to the CEO as defined in the Finnish Companies Act. The specific role of Deputy CEO has been discontinued as of today with the retirement of Deputy CEO Hannu Ryöppönen from Stora Enso. For further information, please contact: Ulla Paajanen-Sainio, VP, Investor Relations and Financial Communications, tel. +358 2046 21242 www.storaenso.com www.storaenso.com/investors Stora Enso is a global paper, packaging and forest products company producing newsprint and book paper, magazine paper, fine paper, consumer board, industrial packaging and wood products. The Group has 32 000 employees and 85 production facilities in more than 35 countries worldwide, and is a publicly traded company listed in Helsinki and Stockholm. Our annual production capacity is 12.7 million tonnes of paper and board, 1.5 billion square metres of corrugated packaging and 6.9 million cubic metres of sawn wood products, including 3.2 million cubic metres of value-added products. Our sales in 2008 were EUR 11.0 billion. STORA ENSO OYJ Jari Suvanto Ulla Paajanen-Sainio