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2009-02-05 07:59:00 CET 2009-02-05 07:59:02 CET REGULATED INFORMATION Stora Enso Oyj - Notice to general meetingNotice to the General Meeting of Stora Enso OyjSTORA ENSO OYJ STOCK EXCHANGE RELEASE 5 February 2009 at 6.59 GMT Stora Enso Oyj's Annual General Meeting (AGM) will be held on Wednesday 1 April 2009 at 4 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. A. Matters on the agenda of the AGM At the AGM, the following matters will be considered: 1. Opening of the meeting 2. Matters of order for the meeting 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 2008 - CEO's report 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and distribution of funds The Board of Directors proposes to the AGM that EUR 0.20 per share, a maximum aggregate of EUR 157 907 699.80, be distributed to the shareholders from the share premium fund of the parent company. The distribution shall be paid after the Finnish National Board of Patents and Registration has given its consent to the decrease of the share premium fund which is expected to take place in July 2009 at the earliest. The details of the record date and payment date of the distribution shall be decided in the AGM. 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 Committee proposes, at the initiative of the Board of Directors, to the AGM that the annual remuneration for the members of the Board of Directors and Board Committees shall be reduced to a half compared to previous years as follows: Board of Directors Chairman EUR 67 500 Deputy Chairman EUR 42 500 Members EUR 30 000 The Nomination Committee also proposes that 40% of the remuneration be paid in Stora Enso Series R shares purchased from the market. In addition, annual remuneration shall be paid to members of the Board Committees as follows: Financial and Audit Committee Chairman EUR 10 000 Members EUR 7 000 Remuneration Committee Chairman EUR 5 000 Members EUR 3 000 Remuneration shall be paid only to non-executive Board members. 11. Resolution on the 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. 12. Election of members of the Board of Directors The Nomination Committee proposes to the AGM 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 members of the Board of Directors until the end of the following AGM and that Hans Stråberg be elected new member of the Board of Directors for the same term of office. Jan Sjöqvist has announced that he wishes to retire from the Board of Directors at the end of the Annual General Meeting. Hans Stråberg is currently the CEO and President of Electrolux AB. He holds a Master's degree in Science and Engineering from the Chalmers University of Technology in Gothenburg, Sweden. 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. 14. Election of auditor The Board of Directors proposes to the AGM that the current auditor Authorised Public Accountants Deloitte & Touche Oy be re-elected auditor of the Company until the end of the following AGM. 15. Appointment of Nomination Committee The Nomination Committee proposes that the AGM appoints 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. 16. Decrease of the share premium fund and the reserve fund of the parent company The Board of Directors proposes to the AGM that the share premium fund as shown in the balance sheet of the parent company as per 31 December 2008 will be decreased by an amount of 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 an amount of EUR 353 946 990.12. The decreased amounts shall be transferred to the invested non-restricted equity fund. The decrease is proposed to be in addition to the decrease proposed under item 8 above. The decrease of the share premium fund and the reserve fund become effective after the Finnish National Board of Patents and Registration has given its consent to the decrease. 17. Proposal by the shareholders Matti Ikonen, Matti Liimatainen and Annina Käppi Shareholders Matti Ikonen, Matti Liimatainen and Annina Käppi propose to the AGM that Stora Enso Oyj no longer procure from the Finnish state enterprise Metsähallitus any wood from forest areas in forest Lapland that nature conservation organisations have designated as rare contiguous wilderness areas formed by old-growth forests, bogs and fells. 18. Decision making order 19. Closing of the meeting B. Documents of the AGM The proposals of the Board of Directors and its committees as well as the proposals of the shareholders relating to the agenda of the AGM as well as this notice are available on Stora Enso Oyj's website at www.storaenso.com/agm. The annual report of Stora Enso Oyj, including the Company's annual accounts, the report of the Board of Directors and the auditor's report will be published on the above-mentioned website as a pdf document during the week commencing Monday 23 February 2009. The proposals of the Board of Directors and the annual accounts are also 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 the above-mentioned website as from 15 April 2009. C. Instructions for the participants in the AGM 1. The right to participate and registration Each shareholder, who on the AGM record date 20 March 2009 is registered in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the AGM. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wants to participate in the AGM, shall register for the AGM no later than 25 March 2009 at noon Finnish time by giving a prior notice of participation. Such notice can be given: a) on the Company's website: www.storaenso.com/agm b) by telephone: +358 2046 21245 +358 2046 21224 +358 2046 21210 +358 2046 21327 c) by telefax: +358 2046 21359 d) by regular mail: Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101 Helsinki In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. 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. 2. 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. Possible 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. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the AGM, must be entered into the shareholders' register of the Company on the AGM record date 20 March 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. Further information on these matters can also be found on the Company's website www.storaenso.com/agm. 4. Shares registered in Euroclear Sweden AB Shareholders whose shares are registered 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 shareholder register. Such request shall be submitted in writing to Euroclear Sweden AB before Friday 20 March 2009 at noon Swedish time. Temporary registration made through Euroclear Sweden AB is regarded as a notice of attendance. 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 On the date of this notice to the AGM 5 February 2009, the total number of series A shares in Stora Enso Oyj is 177 152 431, representing a total of 177 152 431 votes and the total number of series R shares is 612 386 068, representing a total of at least 61 238 607 votes. Each series A share and each ten (10) series R shares entitle the holder to one vote. Each shareholder shall, however, have at least one vote. APPENDIX Hans Stråberg, born 1957, Swedish citizen, is the President and CEO of AB Electrolux. He has held several management position at Electrolux in Sweden and the USA. Before joining Electrolux in 1983, he was Assistant to the Technical Attaché at the Swedish Embassy in Washington DC. In 1987, Hans Stråberg assumed his first Electrolux senior management position, with global responsibility for dishwashers and laundry equipment. In 1992, he assumed the position of General Manager of Electrolux' Floor Care operations at the Västervik facilities in Sweden. This was followed by another major assignment in the USA in 1995, this time with responsibility for production and development in the Group's North American White Goods operations. In 1998, he became Executive Vice President for the Group's Floor Care and Light Appliances sector. He also joined the Group Management Team at this time. Since April 2002, Hans Stråberg is President and Chief Executive Officer at AB Electrolux. Currently he holds following positions of trust: Board Member of Roxtec, Board Member of the Associations of Swedish Engineering Industries. Hans Stråberg holds a Master's degree in Science and Engineering from the renowned Chalmers University of Technology in Gothenburg, Sweden. An image bank of pictures that may be freely used to illustrate articles about Stora Enso is available at http://bmt.storaenso.com Please, copy and paste the link into your web browser and follow the path: Images > Corporate > People > Management > Hans Stråberg For further information, please contact: Jouko Karvinen, CEO, tel. +358 2046 21410 Markus Rauramo, CFO, tel. +358 2046 21121 Keith Russell, Senior Vice President, Investor Relations, tel. +44 7775 788659 Ulla Paajanen-Sainio, Vice President, Investor Relations and Financial Communications, tel. +358 2046 21242 www.storaenso.com www.storaenso.com/investors STORA ENSO OYJ Jari Suvanto Ulla Paajanen-Sainio |
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