Stora Enso Oyj - Notice to general meeting

Notice to the Annual General Meeting of Stora Enso Oyj

Helsinki, Finland, 2013-02-05 11:59 CET (GLOBE NEWSWIRE) -- STORA ENSO OYJ
STOCK EXCHANGE RELEASE 5 February 2013 at 12.59 EET 

The Board of Directors has today decided to call the Annual General meeting to
be held on 23 April 2013. In addition it has decided to establish a new
committee, Global Responsibility and Ethics Committee, to focus on
responsibility and ethics matters. The new committee will be appointed after
the AGM. 

Notice to the Annual General Meeting

Notice is given to the shareholders of Stora Enso Oyj to the Annual General
Meeting to be held on Tuesday 23 April 2013 at 4 p.m. Finnish time at Marina
Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of
persons who have registered for the meeting will commence at 3 p.m. Finnish
time. 

The Annual General Meeting (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. 

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 2012 


  -- CEO's report
  -- Response to the initiatives by shareholder Otto Bruun

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 EUR 0.30 per
share be distributed for the year 2012. 

The dividend would be paid to shareholders who on the record date of the
dividend payment, 26 April 2013, 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. Dividends payable for Euroclear Sweden registered shares will be
forwarded by Euroclear Sweden AB 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 proposes to the AGM that the dividend be paid on 15 May
2013. 


9.         Resolution on the discharge of the members of the Board of Directors
and the CEO from liability 


10.       Resolution on the remuneration of the members of the Board of
Directors 


The Nomination Board proposes to the AGM that the annual remuneration for the
members of the Board of Directors remains unchanged as follows. 

Board of Directors

Chairman       EUR 170 000
Vice Chairman  EUR 100 000
Members        EUR 70 000 


The Nomination Board also proposes that the members of the Board of Directors,
based on the AGM's decision, use 40% of the above mentioned annual remuneration
for purchasing Stora Enso R shares from the market and that the purchases will
be carried out within two weeks from the AGM. 

It is further proposed that the annual remuneration for the members of the
Financial and Audit Committee and Remuneration Committee be kept at its present
level, as follows: 

Financial and Audit Committee

Chairman  EUR 20 000
Members   EUR 14 000



Remuneration Committee

Chairman  EUR 10 000
Members   EUR 6 000 


The Board of Directors has decided to establish a new committee to focus on
responsibility and ethics matters. It is proposed that the annual remuneration
for the members of the Global Responsibility and Ethics Committee be as
follows: 

Global Responsibility and Ethics Committee

Chairman  EUR 7 500
Members   EUR 4 000


Remuneration shall be paid only to non-executive members of the Board and Board
Committees. 


11.       Resolution on the number of members of the Board of Directors


The Nomination Board proposes to the AGM that the Board of Directors shall have
ten (10) members. 


12.       Election of members of the Board of Directors

The Nomination Board proposes that the current members of the Board of
Directors - Gunnar Brock, Hock Goh, Birgitta Kantola, Mikael Mäkinen, 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 Elisabeth Fleuriot and Ms Anne Brunila be elected new members of the Board
of Directors for the same term of office. Ms Fleuriot and Ms Brunila would
strengthen and bring substantial experience to the Board of Directors. Both of
them are independent of the Company and significant shareholders thereof. 

Elisabeth Fleuriot, M.Sc. (Econ), born 1956, French citizen, has gained
extensive management experience through her past positions, including Senior
Vice President, Emerging Markets and Regional Vice President, France, Benelux,
Russia and Turkey, in Kellogg Company (2001-2012), General Manager, Europe, in
Yoplait, Sodiaal Group (1998-2001) and several management positions in Danone
Group (1979-1997). She is a member of the Board of Directors of Carlsberg
Company. 

Anne Brunila, D.Sc. (Econ.), born 1957, Finnish citizen, served as Executive
Vice President, Corporate Relations and Strategy and Member of the Management
Team of Fortum 2009-2012. Previously she has also served as President and CEO
of the Finnish Forest Industries Federation (2006-2009) and has held several
positions in the Finnish Ministry of Finance (2002-2006) and the Bank of
Finland and the European Commission (2000-2002). Ms Brunila is member of the
Board of Sampo Plc, Kone Plc, the Research Institute of the Finnish Economy
ETLA and the Finnish Business and Policy Forum EVA. She is Chairman of the
Board of the International Chamber of Commerce Finland and Vice Chairman of the
Board of Aalto University Foundation. 


13.       Resolution on the remuneration of the auditor

The Board of Directors proposes to the AGM that remuneration for the auditor be
paid according to invoice approved by the Financial and Audit Committee. 


14.       Election of auditor

The Board of Directors proposes to the AGM that the current auditor Deloitte &
Touche Oy, Authorized Public Accountants, be re-elected auditor until the end
of the following AGM. 


15.       Appointment of Nomination Board

The Nomination Board proposes that the AGM appoint a Nomination Board to
prepare proposals concerning 

(a) the number of members of the Board of Directors,
(b) the election of members of the Board of Directors,
(c) the remuneration of the Chairman, Vice Chairman and members of the Board of
Directors, and 
(d) the remuneration of the Chairman and members of the Committees of the Board
of Directors. 


The Nomination Board shall consist of the following four members:

  -- the Chairman of the Board of Directors 
  -- the Vice Chairman of the Board of Directors 
  -- two other members appointed by the two largest shareholders as of 30
     September 2013, appointing one each.

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 2013. A shareholder may change
its representative appointed to the Nomination Board for significant reasons. 

The Chairman of the Board of Directors shall convene the Nomination Board and
the Nomination Board shall at the latest on 31 January 2014 present its
proposals to the Board of Directors for the AGM to be held in 2014. A member of
the Board of Directors may not be appointed Chairman of the Nomination Board.
An annual remuneration of EUR 3 000 shall be paid to a member of the Nomination
Board who is not a member of the Board of Directors. 


16.       Cancellation of treasury shares

The Board of Directors proposes to the AGM that 918 512 Series R treasury
shares be cancelled. Stora Enso is in possession of 918 512 Series R treasury
shares (approximately 0.12% of the issued shares) which have been acquired in
several occasions on the basis of AGM resolutions in 2006 and before. The Board
of Directors does not foresee any reason for the company to possess the
treasury shares for the purposes stated in the respective AGM resolutions. 



17.       Decision making order


18.       Closing of the meeting


B. Documents of the AGM

The proposals for decisions relating to the agenda of the AGM, as well as
shareholder initiatives and this notice are available on Stora Enso Oyj's
website at www.storaenso.com/agm. Stora Enso's annual accounts, the report of
the Board of Directors and the auditor's report for 2012 will be published on
Stora Enso Oyj's website www.storaenso.com/investors during the week commencing
on Monday 18 February 2013. The proposals for decisions and the other
above-mentioned documents will also be available at the AGM. Copies of these
documents and of this notice will be sent to shareholders upon request. The
minutes of the AGM will be available on Stora Enso Oyj's website
www.storaenso.com/agm from Tuesday 7 May 2013. 


C. Instructions for the participants in the AGM


1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Thursday 11 April 2013 in the
shareholders' register of the company maintained by Euroclear Finland Ltd., has
the right to participate in the AGM. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who is registered in the company's shareholders' register and
who wants to participate in the AGM, must register for the AGM no later than on
Tuesday 16 April 2013 at 12 p.m. Finnish time by giving a prior notice of
participation. Such notice can be given: 

a)      on the company's    www.storaenso.com/agm                               
 website:                                                                       
b)      by telephone:       +358 204 621 245                                    
                            +358 204 621 224                                    
                            +358 204 621 210                                    
c)      by fax:             +358 204 621 359                                    
d)      by regular mail:    Stora Enso Oyj, Legal Department, P.O. Box 309,     
                             FI-00101 Helsinki.                                 



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 Stora Enso Oyj will be used only in
connection with the AGM and with the processing of related registrations. 

The shareholder or his/her authorised representative or proxy representative
shall, 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,
Thursday 11 April 2013, would be entitled to be registered in the shareholders'
register of the company held by Euroclear Finland Ltd. The right to participate
in the AGM requires, in addition, that the shareholder on the basis of such
shares has been registered into the temporary shareholders' register held by
Euroclear Finland Ltd. no later than on Thursday 18 April 2013 by 10 a.m.
Finnish time. As regards nominee-registered shares this constitutes due
registration for the AGM. 

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
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 register a holder of nominee-registered
shares, who wants to participate in the AGM, into the temporary 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
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 www.storaenso.com/agm. 

Any proxy documents should be delivered in originals to Stora Enso Oyj, Legal
Department, P.O. Box 309, FI-00101 Helsinki before the last date for
registration. Alternatively, a copy of the proxy may be sent to
agm@storaenso.com, in which case the original shall be presented at the
meeting. 

4. Shares registered in Euroclear Sweden AB

Shareholders whose shares are registered on the record date of the AGM,
Thursday 11 April 2013, in the register of shareholders maintained by Euroclear
Sweden AB and who intend to attend and vote at the AGM must contact Euroclear
Sweden AB and request temporary registration in Stora Enso's shareholders'
register. Such request shall be submitted in writing to Euroclear Sweden AB no
later than on Monday 15 April 2013 at 
9 a.m. Swedish time. Temporary registration made through Euroclear Sweden AB is
regarded as registration for the AGM. 

5. 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. 

6. Other information

Pursuant to Chapter 5, Section 25 of the 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 177 147 772, conferring a total of 177 147 772 votes and the total
number of R shares is 612 390 727, conferring a total of at least 61 239 072
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. 

Photos of Elisabeth Fleuriot and Anne Brunila are available at
http://bmt.storaenso.com/?cart=317-ilfjhcaecd&l=EN
Please, copy and paste the link into your web browser.

For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Karl-Henrik Sundström, CFO, tel.+46 1046 71660
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242

Stora Enso is the global rethinker of the paper, biomaterials, wood product and
packaging industry. We always rethink the old and expand to the new to offer
our customers innovative solutions based on renewable materials. Stora Enso
employs some 30 000 people worldwide, and our sales in 2011 amounted to EUR
11.0 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. 

www.storaenso.com
www.storaenso.com/investors

STORA ENSO OYJ