Stora Enso Oyj - Notice to general meeting

Notice to the Annual General Meeting of Stora Enso Oyj

Helsinki, Finland, 2016-02-04 11:59 CET (GLOBE NEWSWIRE) -- STORA ENSO OYJ
NOTICE TO CONVENE ANNUAL GENERAL MEETING 4 Feb 2016 at 12.59 EET 

The Board of Directors of Stora Enso has today decided to convene the Annual
General Meeting to be held on 28 April 2016. 

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 Thursday 28 April 2016 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.
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 2015 

-       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 EUR 0.33 per
share be distributed for the year 2015. 

The dividend would be paid to shareholders who on the record date of the
dividend payment, 2 May 2016, are recorded in the shareholders’ register
maintained by Euroclear Finland Oy 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 crown. Dividends payable to ADR holders
will be forwarded by Citibank N.A. and paid in US dollars. 

The Board of Directors proposes to the AGM that the dividend be paid on or
about 10 May 2016. 


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


10.       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 members of the Board of Directors be maintained at the
2015 level as follows: 


Board of Directors

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


The Shareholders’ 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. 

The Shareholders’ Nomination Board proposes further that the annual
remuneration for the members of the Financial and Audit Committee, the
Remuneration Committee and the Sustainability and Ethics 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 


Sustainability and Ethics Committee

Chairman  EUR 10 000
Members   EUR 6 000 


Remuneration shall, however, not be paid to such chairmen or members of the
Board and Board Committees who are employed on a full time basis by the company
or its subsidiaries. 


11.       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 eight (8) members. 

12.       Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the AGM that of the current
members of the Board of Directors – Gunnar Brock, Anne Brunila, Elisabeth
Fleuriot, Hock Goh, Mikael Mäkinen, Richard Nilsson and Hans Stråberg – be
re-elected members of the Board of Directors until the end of the following AGM
and that Jorma Eloranta be elected new member of the Board of Directors for the
same term of office. 

Juha Rantanen has announced that he is not available for re-election to the
Board of Directors. 

Jorma Eloranta, M.Sc. (Tech), D. Sc. (Tech)h.c., born 1951, Finnish citizen, is
the Chair of the Boards of Neste, Suominen and Uponor as well as the member of
the Board of Directors of Cargotec and the Vice Chair of the Board of Finnish
Fair Foundation. He also acts as the Senior Advisor of Eera Ltd and as the
Chair of the Board of the Directors Institute of Finland (DIF). Mr. Eloranta
has extensive experience from senior executive positions in prominent global
companies and would bring a strong industrial expertise and market knowledge to
the Board of Directors. His previous positions include President and CEO of
Metso (2004– 2011), President and CEO of Kvaerner Masa-Yards (2001–2003) and
President and CEO of Patria Industries Group (1997–2000) as well as Executive
Vice President of Finvest Group and Jaakko Pöyry Group (1996) and President of
Finvest (1985–1995). Mr. Eloranta also acts as the Chair of the Board and
President of Pienelo Ltd. He is independent of the company and of its
significant shareholders. 

All candidates and the evaluation regarding their independence has been
presented on the company’s website storaenso.com/agm. 

13.       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 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 Shareholders’ Nomination Board

The Shareholders’ Nomination Board proposes that the AGM appoints a
Shareholders’ Nomination Board to exist until otherwise decided and to annually
prepare proposals for the shareholders’ meeting regarding the number and
election of the members of the Board of Directors, the remuneration of the
Chairman, Vice Chairman and members of the Board of Directors as well as the
remuneration of the Chairmen and members of the Board committees. 

The Shareholders’ Nomination Board shall consist of the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors and two other members
appointed by the two largest shareholders as of 31 August each year, appointing
one each as set out in the Charter of the Shareholders’ Nomination Board. 

The Chairman of the Board of Directors shall convene the Shareholders’
Nomination Board, which shall at the latest on 31 January each year present its
proposals to the Board of Directors. The Shareholders’ Nomination Board shall
appoint a Chairman from among its members. The Chairman may not be a member of
the Board of Directors. Members of the Shareholders’ Nomination Board shall not
receive separate compensation. 

The Shareholders’ Nomination Board further proposes that the AGM adopts the
Charter of the Shareholders’ Nomination Board, which will be available as from
17 February 2016 on the company’s website at storaenso.com/agm. 

16.       Decision making order

17.       Closing of the meeting

B. Documents of the AGM

The proposals for decisions relating to the agenda of the AGM and this notice
are available on Stora Enso Oyj’s website at storaenso.com/agm. Stora Enso’s
annual accounts, the report of the Board of Directors and the auditor’s report
for 2015 will be published on Stora Enso Oyj’s website
storaenso.com/annualreport  during the week commencing on Monday 15 February
2016. 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 storaenso.com/agm from Thursday 12 May 2016 at the
latest. 

C. Instructions for the participants in the AGM

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Monday 18 April 2016 in the
shareholders’ register of the company maintained by Euroclear Finland Oy, 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
Friday 22 April 2016 at 12 noon Finnish time by giving a prior notice of
participation. Such notice can be given: 


a)      on the company’s    storaenso.com/agm                                   
 website:                                                                       
b)      by telephone:       +358 204 621 245 or +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 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 18 April 2016, would be entitled to be registered in the shareholders’
register of the company held by Euroclear Finland Oy. 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 Oy no later than on Monday 25 April 2016 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
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. 

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


A shareholder with shares registered in Euroclear Sweden AB´s Securities System
who wishes to attend and vote at the AGM must: 

(i)            be registered in the shareholders’ register maintained by
Euroclear Sweden AB no later than on Monday 18 April 2016. 

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 Stora Enso Oyj maintained by Euroclear Finland, request that their
shares are re-registered in their own names in the register of shareholders
maintained by Euroclear Sweden AB, and procure that the nominee sends the
above-mentioned request for temporary registration to Euroclear Sweden AB on
their behalf. Such re- registration must be made at the latest by Monday 18
April 2016 and the nominee should therefore be notified well in advance before
said date. 

(ii)           request temporary registration in the shareholders’ register of
Stora Enso Oyj maintained by Euroclear Finland Oy. Such request shall be
submitted in writing to Euroclear Sweden AB no later than on Wednesday 20 April
2016 at 10 a.m. Swedish time. 

This temporary registration made through written request to Euroclear Sweden AB
is considered a notice of attendance at the AGM. 

5. ADR holders

ADR holders intending to vote at the AGM shall notify the depositary bank,
Citibank, N.A., of their intention and shall comply with the instructions
provided by Citibank, N.A. to each ADR holder. 

6. Other information

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 176 507 090 conferring a total of 176 507 090 votes and the total
number of R shares is 612 112 897, conferring a total of at least 61 211 289
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. 

For further information, please contact:
Ulrika Lilja, EVP, Communications, tel. +46 72 221 9228
Ulla Paajanen-Sainio, SVP, Investor Relations, tel. +358 2046 21242


Photo of Jorma Eloranta is available at
http://bmt.storaenso.com/?cart=1376-daaikiejme&l=EN 
Please copy and paste the link into your web browser.


Stora Enso is a leading provider of renewable solutions in packaging,
biomaterials, wood and paper on global markets. Our aim is to replace
non-renewable materials by innovating and developing new products and services
based on wood and other renewable materials. We employ some 27 000 people in
more than 35 countries, and our sales in 2014 were EUR 10.2 billion. Stora Enso
shares are listed on Nasdaq Helsinki Oy (STEAV, STERV) and Nasdaq Stockholm AB
(STE A, STE R). In addition, the shares are traded in the USA as ADRs (SEOAY)
on the International OTCQX over-the-counter market. storaenso.com 


STORA ENSO OYJ