Stora Enso Oyj - Notice to general meeting

Notice to the Annual General Meeting of Stora Enso Oyj

Helsinki, Finland, 2012-02-08 11:59 CET (GLOBE NEWSWIRE) -- STORA ENSO OYJ
STOCK EXCHANGE RELEASE 8 February 2012 at 12.59 EET 

Notice is given to the shareholders of Stora Enso Oyj to the Annual General
Meeting to be held on Tuesday 24 April 2012 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 2011 

-          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 0.30 per
share be distributed for the year 2011. 

The dividend shall be paid to shareholders who on the record date of the
dividend payment, 27 April 2012, 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 16 May
2012. 


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 be increased as stated below. The current
level of remuneration has been the same since 2002 except in 2009, when the
remuneration at the initiative of the Board of Directors was reduced by half
compared to previous years. 


            Board of Directors

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



The Nomination Board also proposes that 40% of the annual remuneration be paid
in Stora Enso R shares purchased from the market. 

It is further proposed that the annual remuneration for the members of the
Board Committees 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 



            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
eight (8) 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, 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 Hock Goh be
elected new member of the Board of Directors for the same term of office. 

Hock Goh, born in 1955, and a Singaporean citizen, is Operating Partner of
Baird Capital Partners Asia, a US private equity group. Prior to joining Baird
Capital Partners in 2005, Hock Goh in 1995-2005 held several senior management
positions in Schlumberger, the leading oilfield services provider. He was
Division President of Schlumberger Ltd 2002-2005, President of Schlumberger
Asia 1998-2002 and Vice President and General Manager of China 1995-1998. He is
also the Chairman of the Board of Advent Energy and MEC Resources, and member
of the Board of BPH Energy, KS Distribution Pte Ltd and THISS Technologies Pte
Ltd. He holds a Bachelor's degree (honours) in Mechanical Engineering from
Monash University, Australia. Hock Goh is independent of Stora Enso Oyj and of
its shareholders. 

Hock Goh would bring valuable knowledge and experience to the Stora Enso Board
of Directors in areas such as Asian markets, natural resources and investments. 


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 2012, 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 2012. A
shareholder may change its representative appointed to the Nomination Board for
weighty reasons. 

The Chairman of the Board of Directors shall convene the Nomination Board and
the Nomination Board shall at the latest on 31 January 2013 present its
proposals to the Board of Directors for the AGM to be held in 2013. 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.       Decision making order


17.       Closing of the meeting


B. Documents of the AGM

The proposals for decisions 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.
Stora Enso's annual accounts, the report of the Board of Directors and the
auditor's report for 2011 will be published on Stora Enso Oyj's website
www.storaenso.com/investors during the week commencing on Monday 20 February
2012. 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 8 May 2012. 


C. Instructions for the participants in the AGM


1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Thursday 12 April 2012 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 17 April 2012 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 12 April 2012, 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 19 April 2012 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. 

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. 

4. Shares registered in Euroclear Sweden AB

Shareholders whose shares are registered on the record date of the AGM,
Thursday 12 April 2012, 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 16 April 2012 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, 8 February 2012, 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. 

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


Photo of Hock Goh is available at
http://bmt.storaenso.com/storaensolink.jsp?imageid=_HG 

Please copy and paste the link into your web browser.


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




Stora Enso is the global rethinker of the biomaterials, paper, packaging and
wood products 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 2010 amounted to
EUR 10.3 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