Stora Ensos Board proposals to the Annual General Meeting
STORA ENSO OYJ Stock Exchange Release 7 February 2007 at 11.00
Stora Ensos Board proposals to the Annual General Meeting Stora Ensos Board has in its meeting decided that the Annual General Meeting (AGM) will be held in Helsinki on Thursday 29 March 2007. The Board has proposed the following: Matters to be resolved by the AGM pursuant to Article 14 of the Articles of Association of the Company Adoption of the financial statement of the parent company and the consolidated financial statement Disposal of the profit of the year and distribution of dividend The Board of Directors has decided to propose to the AGM that the Company distributes a dividend of EUR 0.45 per share for the year 2006. Payment of dividend The dividend shall be paid to shareholders that on the dividend record date are registered in the register of shareholders maintained by the Finnish Central Securities Depository or in the separate register of shareholders maintained by VPC for VPC- registered shares. Dividends payable for VPC-registered shares will be forwarded by VPC and paid in Swedish krona. Dividends payable to ADR holders will be forwarded by Deutsche Bank Trust Company Americas and paid in US dollars. The Board of Directors has determined that the dividend record date shall be 3 April 2007. The Board of Directors proposes to the AGM that the dividend payment be issued by the Company on 17 April 2007. Resolution concerning discharge of the members of the Board of Directors and the Managing Director from liability 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. Number of Auditors Shareholders representing more than 50% of the votes in the Company have confirmed that they will propose to the AGM that the number of auditors be one (1). Remuneration of the members of the Board of Directors The Nomination Committee proposes to the AGM that the annual remuneration for the members of the Board of Directors be as follows: Chairman EUR 135 000 Deputy Chairman EUR 85 000 Members EUR 60 000 In addition, annual remuneration shall be paid to members of the Board Committees as follows: Financial and Audit Committee Chairman EUR 20 000 Member EUR 14 000 Compensation Committee Chairman EUR 10 000 Member EUR 6 000 Remuneration for the auditors Shareholders representing more than 50% of the votes in the Company have confirmed that they will propose to the AGM that remuneration for the auditors be paid according to invoice until the end of the following AGM. Election of the members of the Board of Directors The Nomination Committee proposes to the AGM that the present Board members Gunnar Brock, Lee A. Chaden, Claes Dahlbäck, Dominique Hériard Dubreuil, Birgitta Kantola, Ilkka Niemi, Jan Sjöqvist, Matti Vuoria and Marcus Wallenberg be re-elected to continue in their office to serve until the end of the following AGM. Election of Auditors Shareholders representing more than 50% of the votes in the Company have confirmed that they will propose to the AGM that Authorised Public Accountants PricewaterhouseCoopers Oy be elected to act as auditor of the Company until the end of the following AGM. Other Matters Appointment of Nomination Committee The Nomination Committee proposes that the AGM 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 2007. The Chairman of the Board of Directors shall convene the Nomination Committee and before 31 January 2008 the Nomination Committee shall present its proposals for the AGM to be held in 2008. The 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 shareholders Matti Liimatainen, Annina Käppi and Matti Ikonen Shareholders Liimatainen, Käppi and Ikonen propose that Stora Enso Oyj no longer procure from the Finnish state enterprise Metsähallitus any wood from forest areas in the Lapp peoples native locality in Inari designated as especially valuable for reindeer herding as reindeer grazing forest areas, and from the virgin forests areas in Sodankylä, Kittilä, Salla and Savukoski highlighted in the report on unprotected wilderness forests in forest Lapland by environmental organisations. For further information, please contact: Jyrki Kurkinen, General Counsel, tel. +358 2046 21217 Johan Feldreich, Deputy General Counsel, tel. +46 70 663 4901 www.storaenso.com www.storaenso.com/investors The Annual General Meeting (AGM) will be held on Thursday 29 March 2007 at 4 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The AGM will be conducted in the Finnish language. In the meeting room simultaneous translation will be available into the Swedish, English and, when relevant, Finnish languages. Documents for the AGM The financial statements for 2006 as well as other relevant documents related to the matters to be dealt with at the AGM may be viewed on the Companys website at www.storaenso.com/investors at the latest from 22 March 2007. Copies of the documents will be sent to shareholders upon request. The Annual Report may be viewed at www.storaenso.com/investors from 14 March 2007. Right of attendance Entitled to attend and vote at the AGM are those shareholders that on the record date, 19 March 2007, are registered as shareholders in Stora Ensos shareholder register. The register is maintained by the Finnish Central Securities Depository. Nominee-registered shares must be temporarily registered in the shareholder register as described below. Notice of attendance All shareholders that intend to attend the AGM must submit a notice of attendance to the head office of the Company in one of the following manners: by telephone +358 2046 21245 +358 2046 21224 +358 2046 21210 +358 2046 21327 by fax +358 2046 21359 by letter Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101 Helsinki through the Internet www.storaenso.com/agm Notice must be submitted on or before Friday 23 March 2007 at 12 a.m. Finnish time. Temporary registration made through VPC is regarded as a notice of attendance. Proxies Shareholders wishing to attend and vote at the AGM through a proxy shall submit their power of attorney to the Company when giving notice of attendance in the manner set out above. Temporary registration in the shareholder register Shares registered in VPC Shareholders whose shares are registered in the register of shareholders maintained by VPC and who intend to attend and vote at the AGM must contact VPC and request temporary registration in Stora Ensos shareholder register. Such request shall be submitted in writing to VPC before Monday 19 March 2007 at 3 p.m. Swedish time. Temporary registration made through VPC is regarded as a notice of attendance. 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. Other nominee-registered shares Holders of nominee-registered shares intending to attend and vote at the AGM shall notify their nominee of their intention and shall comply with the instructions provided by the nominee. STORA ENSO OYJ Jyrki Kurkinen Ulla Paajanen-Sainio