STORA ENSO OYJ STOCK EXCHANGE RELEASE 30 January 2020 at 8.29 EET
The Board of Directors of
Notice to the Annual General Meeting
Notice is given to the shareholders of
The Annual General Meeting (AGM) will be conducted in the Finnish language. Simultaneous translation will be available in the meeting room into the Swedish, English and, when relevant, Finnish languages.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to 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
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
· President and CEO's report
7. 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
The dividend would be paid to shareholders who on the record date of the dividend payment, Monday
The dividend would be paid on or about Monday
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Policy
Presentation of the Stora Enso Remuneration Policy covering the principles for remuneration of the members of the Board of Directors, President and CEO and Deputy CEO and the AGM's advisory approval of the policy.
The policy is available on the Company`s website storaenso.com/agm (http://www.storaenso.com/agm) and attached to this notice.
11. Resolution on the remuneration for the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the annual remuneration for the
Chair, Vice Chair and members of the Board of Directors be increased by approximately 2.5-3 percent and be paid as follows:
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 publication of the interim review for the period 1 January 2020-31 March 2020 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 that the Board of Directors shall have nine (9) members.
13. Election of Chair, Vice Chair and other members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that of the current members of the Board of Directors
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 (http://www.storaenso.com/agm).
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 next AGM, however, no longer than until
17. Authorising the Board of Directors to decide on the issuance of shares
The Board proposes that the AGM authorise the Board 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 authorization 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 are available on
C. Instructions for the participants in the AGM
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the AGM, Monday
A shareholder, who is registered in the company's shareholders' register and who wants to participate in the AGM, must register for the AGM by giving a prior notice of participation, which has to be received by the company no later than on Friday
a) on the storaenso.com/agm (http://www.stor
company's aenso.com/agm)
website:
b) by telephone: +358 204 621 245 (Monday-Friday:
9.00-15.00)
c) by regular
mail: P.O. Box 309, FI-00101
When registering, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of any assistant or proxy representative and the personal identification number of any proxy representative. The personal data given to
The shareholder or his/her authorised representative or proxy representative shall at the meeting venue, if required, be able to prove his/her identity and/or right of representation.
2. 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.
Further information on these matters can also be found on the company's website storaenso.com/agm (http://www.storaenso.com/agm).
3. Proxy representative and powers of attorney
A shareholder may participate in the AGM and exercise his/her rights at the AGM by way of proxy representation. 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. Proxy templates are available on the company's website storaenso.com/agm (http://www.storaenso.com/agm).
Any proxy documents should be delivered to
4. 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
5. ADR holders
ADR holders intending to vote at the AGM shall notify the depositary bank,
6. Other information
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 (http://www.storaenso.com/agm). Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the AGM has the right to request information with respect to the matters to be considered at the AGM.
On the date of this notice to the AGM the total number of Stora Enso Oyj A shares is 176 256 834 conferring a total of 176 256 834 votes and the total number of R shares is 612 363 153, conferring a total of at least 61 236 315 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, Monday
Photo of Håkan Buskhe is available at https://storaenso.emmi.fi/l/FBsjbZr59qhb.
Please copy and paste the link into your web browser.
For further information, please contact:
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For further information, please contact:
tel. +46 72 221 9228
Investor enquiries:
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tel. +358 40 763 8767
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