STORA ENSO OYJ STOCK EXCHANGE RELEASE 29 April 2020 at 9.30 EEST
The Board of Directors of
Notice to the Annual General Meeting
Notice is given to the shareholders of
The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
The greetings of the Chair of the Board of Directors to the shareholders will be published on the date of the AGM on the Company`s website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
Seppo Kymäläinen, Attorney-at-law, will act as the person to confirm the minutes and supervise the counting of votes. If Seppo Kymäläinen is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the AGM under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
As participation in the AGM is possible only in advance, the annual accounts, including the report of the Board of Directors and the auditor's report, which have been published by the Company on
7. Adoption of the annual accounts
The Board of Directors proposes that the AGM adopts the annual accounts. The Auditor of the Company has supported the adoption of the annual accounts.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the AGM that a dividend of
In addition, it is proposed that the AGM would authorise the Board of Directors to decide at its discretion on the payment of dividend up to a maximum of
The authorisation would be valid until the beginning of the next Annual General Meeting. The Company will publish possible resolutions of the Board of Directors on dividend payments and confirm the record and payment dates of the dividend payments in connection with such resolutions. The dividend paid based on the authorisation would be paid to shareholders who on the record date of the dividend payment in question are recorded in the shareholders' register maintained by
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period
10. Presentation of the Remuneration Policy
As participation in the AGM is possible only in advance, the Stora Enso Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President and CEO and Deputy CEO, published by the Company through a stock exchange release on
11. Resolution on the remuneration for the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as disclosed on
Board of Directors
Chair
Vice Chair
Members
The Shareholders' Nomination Board also proposes 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 from the AGM 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 Shareholders' Nomination Board proposes further that the annual remuneration for the members of the Financial and
Financial and
Chair EUR 21 200 (2019: 20 600)
Members
Remuneration Committee
Chair EUR 10 600 (2019: 10 300)
Members EUR 6 400 (2019: 6 200)
Chair EUR 10 600 (2019: 10 300)
Members EUR 6 400 (2019: 6 200)
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as disclosed on
13. Election of Chair, Vice Chair and other members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as disclosed on
Göran Sandberg has announced that he is not available for re-election to the Board of Directors.
The Shareholders' Nomination Board proposes that
Håkan Buskhe,
All candidates and the evaluation regarding their independence have been presented on the company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
14. Resolution on the remuneration for the auditor
The Board of Directors proposes to the AGM that remuneration for the auditor be paid according to an invoice approved by the Financial and
15. Election of auditor
On the recommendation of the Financial and
The recommendation of the Financial and
16. Authorising the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes to the AGM that the Board of Directors be authorised 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 shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own 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 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, canceled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own shares. The authorisation is effective until the beginning of the next AGM, however, no longer than until
17. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the issuance of Stora Enso R shares on the following terms:
The amount of 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 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 Board shall decide on other terms and conditions of a share issue. The authorisation shall remain in force until
18. Decision making order
19. Closing of the meeting
B. Documents of the AGM
The proposals for decisions relating to the agenda of the AGM and this notice as well as the remuneration policy and Stora Enso Oyj's annual accounts, the report of the Board of Directors and the auditor's report for 2019 are available on
C. Instructions for the participants in the AGM
In order to prevent the spread of the Covid-19 pandemic, the AGM will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the AGM by means of real-time telecommunications. Shareholders and their proxy representatives may participate in the AGM and exercise their rights at the AGM only by voting in advance as well as by making counterproposals and presenting questions in accordance with the instructions presented below.
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the AGM, Monday
2. Notice of participation and voting in advance
The registration period and advance voting period commence on
When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder must be notified. If another representative than the proxy representative nominated by the Company is used, the requested information such as the name and personal identification number must be notified also regarding such proxy representative. The personal data given to
Previous notices of participation which have been given for the AGM which was convened to be held on
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period
a. on the website: storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting)
The electronic voting in advance requires the shareholder's book-entry account number.The terms and other instructions concerning the electronic voting are available on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
b. by regular mail or e-mail
A shareholder may deliver an advance voting form available on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting) to
A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM.
If a shareholder participates in the AGM by delivering votes in advance to
The terms and other instructions concerning the voting by regular mail or e-mail are available on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
3. Proxy representative and powers of attorney
Shareholders of the Company may participate in the AGM through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. A shareholder also has the possibility, if he/she so wishes, to use the Company's proxy authorisation service and authorise the independent proxy representative nominated by the Company, Mårten Knuts, Attorney-at-Law, or a person designated by him to represent the shareholder and exercise on his/her behalf the right to vote through the advance voting procedure in accordance with the voting instructions given by the shareholder.
The contact information of the independent proxy representative: Mårten Knuts, Attorney-at-law,
A template for the proxy document and voting instructions will be available on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting) by no later than
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM. If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM.
Delivery of a proxy document and votes in advance to
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the AGM by virtue of such shares, based on which he/she on the record date of the AGM, Monday
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. The account management organisation of the custodian bank will temporarily register a holder of nominee-registered shares, who wants to participate in the AGM, into the shareholders' register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must see to the voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
Further information on these matters can also be found on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
5. Shares registered in
A shareholder with shares registered in
i. Be registered in the shareholders' register maintained by
Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders' register of
ii. Request temporary registration in the shareholders' register of
This temporary registration made through written request to
6. ADR holders
ADR holders intending to vote at the AGM shall notify the depositary bank,
7. Other information
Shareholders holding at least one hundredth of all of the shares in the Company have the right to make a counterproposal to the proposals for resolutions on the agenda of the AGM, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to agm@storaenso.com (agm@storaenso.com%20) by no later than
A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until
The information concerning the AGM required under the Companies Act and the Securities Market Act is available on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
On the date of this notice to the AGM the total number of Stora Enso Oyj A shares is 176 255 584 conferring a total of 176 255 584 votes and the total number of R shares is 612 364 403, conferring a total of at least 61 236 440 votes. Each A share and each ten (10) R shares entitle the holder to one vote. Each shareholder shall, however, have at least one vote.
Changes in shareholding occurring after the record date of the AGM will not affect the right to participate in the General Meeting or the number of votes of such shareholder at the AGM.
Photo of Håkan Buskhe is available at https://storaenso.emmi.fi/l/FBsjbZr59qhb. Please copy and paste the link into your web browser.
BOARD OF DIRECTORS
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