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2010-02-04 07:59:00 CET 2010-02-04 07:59:04 CET REGULATED INFORMATION Stora Enso Oyj - Notice to general meetingNotice to the Genaral Meeting of Stora Enso OyjSTORA ENSO OYJ STOCK EXCHANGE RELEASE 4 February 2010 at 06.59 GMT Notice is given to the shareholders of Stora Enso Oyj to the Annual General Meeting to be held on Wednesday 31 March 2010 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 2009 CEO's report 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the covering of losses as well as the distribution of funds The Board of Directors proposes to the Annual General Meeting (“AGM”) that the parent company's loss for the accounting period last ended and the losses from previous periods evidenced in the parent company's balance sheet, in aggregate approximately EUR 1 251.3 million be covered through the decrease of the parent company's fund for invested unrestricted equity with the same amount. The Board of Directors further proposes to the AGM of the Company that EUR 0.20 per share, a maximum aggregate of EUR 158 million, be distributed to the shareholders from the parent company's fund for invested unrestricted equity (the Distribution). The Distribution shall be paid to shareholders that on the Distribution record date, 7 April 2010, 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. The Distribution payable for Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish krona. The Distribution 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 Distribution shall be paid by the Company on 20 April 2010. 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 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 | -------------------------------------------------------------------------------- | Deputy Chairman | EUR 85 000 | -------------------------------------------------------------------------------- | Members | EUR 60 000 | -------------------------------------------------------------------------------- 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 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 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 eight members. 12. Election of members of the Board of Directors The Nomination Committee proposes that of the current members of the Board of Directors, Gunnar Brock, Birgitta Kantola, 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 Carla Grasso and Mr Mikael Mäkinen be elected new members of the Board of Directors for the same term of office. Claes Dahlbäck, Dominique Hériard Dubreuil and Ilkka Niemi were not seeking re-election. The Board of Directors informs that if the above mentioned persons are elected members of the Board of Directors, Gunnar Brock will be nominated as Chairman and Juha Rantanen as Vice Chairman of the Board of Directors as also recommended by the Nomination Committee. Ms Carla Grasso is currently Executive Director of HR and Corporate Services of the mining company Vale S.A. She has a Master's degree in Economic Policy from the University of Brasilia in Brazil. Mr Mikael Mäkinen is currently President and CEO of Cargotec Oyj. He has a Master's degree in Engineering from Helsinki University of Technology in Finland. 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 Authorized Public Accountants Deloitte & Touche Oy is 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 the number of members of the Board of Directors, the members of the Board of Directors, the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and 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 other members appointed by the two largest shareholders (one each) as of 30 September 2010. 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 2010. The Chairman of the Board of Directors shall convene the Nomination Committee and the Nomination Committee shall at the latest on 31 January 2011 present its proposals to the Board of Directors for the AGM to be held in 2011. 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. Proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes to the AGM that Section 10 of the Articles of Association of the Company be amended so that the notice to the General Meeting shall be issued not later than three weeks before the date of the General Meeting, however, at least nine days before the record date of the General Meeting. The proposal is made due to the directive of the European Parliament and of the Council on the exercise of certain rights of shareholders in listed companies and the amendments of the Finnish Companies Act related thereto that came into force on 3 August 2009 and 31 December 2009, according to which listed companies shall issue notice to the General Meeting not later than three weeks before the day of the meeting, however, at least nine days before the record date of the meeting. 17. Decision making order 18. Closing of the meeting B. Documents of the AGM The decision proposals 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 Stora Enso Oyj's website at www.storaenso.com/investors as a pdf document during the week commencing Monday 22 February 2010. The decision proposals and the annual report 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 at www.storaenso.com/agm as of 14 April 2010. C. Instructions for the participants in the AGM 1. The right to participate and registration Each shareholder, who on Friday 19 March 2010 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 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 Thursday 25 March 2010 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 and his/her personal identification number. The personal data given to Stora Enso Oyj is used only in connection with the AGM and with the processing of related registrations. 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. 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. 3. 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, Friday 19 March 2010, 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. at the latest by Friday 26 March 2010 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 shareholders' 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 shareholder's 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 at 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 19 March 2010 at 3 pm 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 4 February 2010, the total number of series A shares in Stora Enso Oyj is 177 150 084, representing a total of 177 150 084 votes and the total number of series R shares is 612 388 415, representing a total of at least 61 238 842 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. APPENDIXES Gunnar Brock, born 1950, Swedish citizen, has extensive international experience from top management positions in large leading corporations. He has been President and CEO of Tetra Pak Group where he also held various international positions, President and CEO of Alfa Laval Group, CEO of Thule International and most recently President and CEO of Atlas Copco Group between 2002 and May 2009. Mr. Brock is the Chairman of Board of Mölnlycke Healthcare AB and Member of the Board of Teknikföretagen, Investor AB and SOS-Children's Villages, Sweden, and a member of the Royal Swedish Academy of Engineering Sciences (IVA). He has a Master of Science degree in Economics and Business Administration from the Stockholm School of Economics. Gunnar Brock has been the member of Stora Enso's Board of Directors since March 2005. He is independent of the Company and the significant shareholders. Carla Grasso, born 1962, Brazilian citizen, is Executive Director of HR and Corporate Services of the mining company Vale S.A.(www.vale.com). Before joining Vale in 1997, she hold several positions in government institutions in Brazil; 1994-1997 she was Secretary of Complementary Welfare Administration and 1992-1994 Special Assistant in the Ministry of Welfare and Social Assistance, 1990-1992 she hold Area Coordinator for Macro-economics and Social Affairs position in General Secretariat of the Presidency of the Republic and 1988-1990 she hold Special Assistant for Fiscal Policy Affairs position in the Ministry of Planning. Carla Grasso holds a Master's degree in Economic Policy from the University of Brasilia in Brazil. Mikael Mäkinen, born 1956, Finnish citizen, has been President and CEO of Cargotec Oyj (www.cargotec.com) since 2006. He has extensive international experience from top management positions in Wärtsilä Corporation. Before joining Cargotec, he was Group Vice President, Ship Power 1999-2006, Wärtsilä. He was Managing Director of Wärtsilä NSD Singapore 1997-1998 and Vice President, Marine, Wärtsilä SACM Diesel 1992-1997. Mr. Mäkinen is the Chairman of the Board of Directors of Finpro and member of the Board of Directors of International Chamber of Commerce ICC Finland, Lemminkäinen Corporation and Technology Industries of Finland. He holds a Master's degree in Engineering from Helsinki University of Technology in Finland. An image bank of pictures that may be freely used to illustrate articles about Stora Enso is available at http://bmt.storaenso.com/storaensolink.jsp?imageid=04022010 Please, copy and paste the link into your web browser. 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 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 29 000 people worldwide, and our sales in 2008 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. STORA ENSO OYJ Jari Suvanto Ulla Paajanen-Sainio |
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