Bli medlem
Bli medlem

Du är här

2023-01-31

Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 31 January 2023 at 8:30 EET

The Board of Directors of Stora Enso Oyj has decided to convene the Annual General Meeting to be held on Thursday 16 March 2023.
Notice to the Annual General Meeting
Notice is given to the shareholders of Stora Enso Oyj ("Stora Enso" or the "Company") to the Annual General Meeting (the "AGM") to be held on Thursday 16 March 2023 at 16 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 15 p.m. Finnish time at the meeting venue.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C. Instructions for the participants in the AGM.
The 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.
Shareholders, who are registered in the shareholders' register of the Company held by Euroclear Finland Oy or by Euroclear Sweden AB on the record date of the AGM, will be able to follow the meeting via a live video stream. Following the live video stream is not considered as participating in the AGM. Further instructions regarding the live video stream can be found in this notice under section C. Instructions for the participants in the AGM.
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 2022

- President and CEO's report
Stora Enso's annual accounts, the report of the Board of Directors and the auditor's report will be available on Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting) as of 14 February 2023.

7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The parent company's distributable capital as at 31 December 2022 was EUR 1,970,697,938.32, of which the profit for the financial year was EUR 415,641,225.97.
The Board of Directors proposes to the AGM that a dividend of EUR 0,60 per share (i.e. for 788,619,987 shares up to EUR 473,171,992.20 in total) be distributed on the basis of the balance sheet to be adopted for the year 2022.
The dividend would be paid to shareholders who on the record date of the dividend payment, Monday 20 March 2023, 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 dividend would be paid on or about Monday 27 March 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2022 - 31 December 2022
10. Presentation and adoption of the Remuneration Report
The remuneration report for governing bodies will be available on the Company`s website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting) as of 14 February 2023.

The resolution by the AGM on adoption of the Remuneration Report is advisory.
11. Resolution on the remuneration for the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as announced on 30 January 2023 that the annual remuneration for the Chair, Vice Chair and members of the Board of Directors be increased by approximately 2.5-3% and be paid as follows:
Board of Directors

Chair EUR 209,000 (2022: 203,000)
Vice Chair EUR 118,000 (2022: 115,000)
MembersEUR 81,000 (2022: 79,000)
The Shareholders' Nomination Board also proposes that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 40% is paid in Stora Enso R shares to be purchased on the Board members' behalf from the market at a price determined in public trading, and the rest in cash. The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2023-31 March 2023 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase of Company shares.
The Shareholders' Nomination Board further proposes that the annual remuneration for the members of the Financial and Audit Committee, the People and Culture Committee and the Sustainability and Ethics Committee be increased by approximately 2.7-3.2% and be paid as follows:
Financial and Audit Committee
ChairEUR 22,600 (2022: 22,000)
MembersEUR 15,900 (2022: 15,400)
People and Culture Committee
ChairEUR 11,300 (2022: 11,000)
MembersEUR 6,800 (2022: 6,600)
Sustainability and Ethics Committee
ChairEUR 11,300 (2022: 11,000)
MembersEUR 6,800 (2022: 6,600)
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as announced on 30 January 2023 that the Board of Directors shall have nine (9) members.
13. Election of Chair, Vice Chair and other members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as announced on 30 January 2023 that of the current members of the Board of Directors, Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Kari Jordan, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Sohlström be re-elected members of the Board of Directors until the end of the following AGM and that Astrid Hermann be elected new member of the Board of Directors for the same term of office.
Hock Goh has announced that he is not available for re-election to the Board of Directors.
The Shareholders' Nomination Board proposes that Kari Jordan be elected Chair and Håkan Buskhe be elected Vice Chair of the Board of Directors.
Astrid Hermann, born in 1973, US and German citizen, Bachelor's degree in Business and MBA, is a senior Finance leader with extensive international experience in the fast-moving consumer goods industry. She is currently the Group Chief Financial Officer of Beiersdorf AG, a German multinational company in the skin and personal care products business. Prior to her current position, Hermann spent her career in finance roles of increasing seniority, the last one being VP of Finance, North America at Colgate-Palmolive (2004-2020) and at The Clorox Company (1997-2004). She is independent of the Company and its shareholders. Currently, Hermann does not own shares in Stora Enso.
All candidates and the evaluation regarding their independence have been presented on the Company's website storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual-general-meeting).
14. 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.
15. Election of auditor
On the recommendation of the Financial and Audit Committee, the Board of Directors proposes to the AGM that PricewaterhouseCoopers Oy be elected as auditor until the end of the following AGM. PricewaterhouseCoopers Oy has notified the Company that in the event it will be elected as auditor, Samuli Perälä, APA, will act as the responsible auditor.
The recommendation of the Financial and Audit Committee concerning the auditor election is available on the Company`s website storaenso.com/agm. The Financial and Audit Committee confirms that its recommendation is free from influence by any third party and that no clause as set out in Article 16, Section 6 of the EU Audit Regulation (537/2014) restricting the choice by the AGM or the Company's free choice to propose an auditor for election has been imposed on the Company.
16. Authorising the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes to the AGM that the Board of Directors be authorised to decide on the repurchase of Stora Enso R shares as follows:
The amount of R shares to be repurchased based on this authorisation shall not exceed 2,000,000 R shares, which corresponds to approximately 0.25% of all shares and 0.33% of all R shares in the Company. Own R shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own R shares can also be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
Own R shares may be repurchased primarily in order to use the shares as part of the Company's incentive and remuneration scheme. The repurchased R shares may be held for reissue, cancelled, or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own R shares. The authorisation is effective until the beginning of the next AGM, however, no longer than until 31 July 2024 and it revokes the authorisation given by the AGM on 15 March 2022.
17. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the issuance of Stora Enso R shares as follows:
The amount of R shares to be issued based on this authorisation shall not exceed a total of 2,000,000 R shares, corresponding to approximately 0.25% of all shares and 0.33% of all R shares in the Company. The authorisation covers both the issuance of new R shares as well as the transfer of own R shares held by the Company.
The issuance of R shares may be carried out in deviation from the shareholders' pre-emptive rights for the purpose of using the R shares as part of the Company's incentive and remuneration scheme.
The Board of Directors shall decide on other terms and conditions of a share issue. The authorisation is effective until the beginning of the next AGM, however, no longer than until 31 July 2024 and it revokes the authorisation given by the AGM on 15 March 2022.
18. Amendment of the Articles of Association
The Board of Directors proposes that the AGM would decide to amend the Company's Articles of Association to enable arranging a General Meeting of Shareholders as a virtual meeting without a meeting venue as an alternative for a physical meeting or a hybrid meeting. The amendment is intended to facilitate the holding of General Meetings of Shareholders virtually among others in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal right...

Författare Cision