Stora Enso Oyj - Notice to general meeting

Notice to the General Meeting of Stora Enso Oyj

Helsinki, Finland, 2011-02-08 11:59 CET (GLOBE NEWSWIRE) -- STORA ENSO OYJ
STOCK EXCHANGE RELEASE 8 February 2011 at 12.59 EET 

Notice is given to the shareholders of Stora Enso Oyj to the Annual General
Meeting to be held on Wednesday 20 April 2011 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.         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 2010 

  -- CEO's report
  -- Management response to the initiatives by the shareholders Thomas Wallgren,
     Niklas Toivakainen and 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 has decided to propose to the AGM that the Company
distributes a dividend of EUR 0.25 per share for the year 2010. 

The dividend shall be paid to shareholders that on the dividend record date, 27
April 2011, 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 payment shall be
issued by the Company on 11 May 2011. 


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 and Board Committees shall be as follows: 


Board of Directors



Chairman       EUR 135 000
Vice Chairman  EUR 85 000 
Members        EUR 60 000 


The Nomination Board also proposes that 40% of the remuneration shall 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 20 000
Members   EUR 14 000


Remuneration Committee



Chairman  EUR 10 000
Members   EUR 6 000 


Remuneration shall be paid only to non-executive Board and Board Committee
Chairman and members. 


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
seven members. 



12.       Election of members of the Board of Directors

The Nomination Board proposes that of the current members of the Board of
Directors, Gunnar Brock, Birgitta Kantola, Mikael Mäkinen, Juha Rantanen, Hans
Stråberg, Matti Vuoria and Marcus Wallenberg shall be re-elected members of the
Board of Directors until the end of the following AGM. Carla Grasso has
informed that she is not available for re-election. 



13.       Resolution on the remuneration of the auditor

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


15.       Appointment of Nomination Board

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

  1. the number of members of the Board of Directors,
  2. the members of the Board of Directors,
  3. the remuneration for the Chairman, Vice Chairman and members of the Board
     of Directors and
  4. the remuneration for the Chairman and members of the committees of the
     Board of Directors.
     The Nomination Board shall consist of four members: 
  5. the Chairman of the Board of Directors
  6. the Vice Chairman of the Board of Directors
  7. two other members appointed by the two largest shareholders (one each) as
     of 30 September 2011.



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 2011. 

The Chairman of the Board of Directors shall convene the Nomination Board and
the Nomination Board shall at the latest on 31 January 2012 present its
proposals to the Board of Directors for the AGM to be held in 2012. A member of
the Board of Directors may not be appointed as Chairman of the Nomination
Board. 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.       Decision making order



17.       Closing of the meeting



B. Documents of the AGM

The decision proposals relating to the agenda of the AGM, shareholders'
initiatives as well as this notice are available on Stora Enso Oyj's website at
www.storaenso.com/agm. The annual report, the report of the Board of Directors
and the auditor's report of Stora Enso Oyj will be published on Stora Enso
Oyj's website www.storaenso.com/investors during the week commencing on Monday
21 February 2011. The proposals for decisions and the other above-mentioned
documents 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 Stora Enso Oyj's website www.storaenso.com/agm as from
Wednesday 4 May 2011. 



C. Instructions for the participants in the AGM



1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Friday 8 April 2011 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 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, shall register for the AGM no later than
on Wednesday 13 April 2011 at noon 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 telefax:           +358 204 621 359                                      
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 or proxy representative and the personal identification
number of a proxy representative.The personal data given to Stora Enso Oyj is
used only in connection with the AGM and with the processing of related
registrations. 

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, 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,
i.e. on Friday 8 April 2011, 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 Friday 15 April 2011
by 10 am 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
shareholder's register of the Company, the issuing of proxy documents and
registration for the AGM from his/her custodian bank. The account management
organization 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. When a shareholder participates in the
AGM by means of several proxy representatives representing the shareholder with
shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for 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. 

4. Shares registered in Euroclear Sweden AB

Shareholders whose shares are registered on the record date of the AGM on
Friday 8 April 2011 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
before Tuesday 12 April 2011 at 9 am 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

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 8 February 2011, the total number of
series A shares in Stora Enso Oyj is 177 149 784, representing a total of 177
149 784 votes and the total number of series R shares is 612 388 715,
representing a total of at least 61 238 871 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. 

For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Markus Rauramo, CFO, tel. +358 2046 21121
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242



www.storaenso.com

www.storaenso.com/investors


Stora Enso is a global paper, packaging and wood products company producing
newsprint and book paper, magazine paper, fine paper, consumer board,
industrial packaging and wood products. The Group is the world leader in forest
industry sustainability. We offer our customers solutions based on renewable
raw materials. Our products provide a climate-friendly alternative to many
non-renewable materials, and have a smaller carbon footprint. Stora Enso is
listed in the Dow Jones Sustainability Index and the FTSE4Good Index. Stora
Enso employs some 27 000 people worldwide, and our sales in 2009 amounted to
EUR 8.9 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. 





STORA ENSO OYJ