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2017-02-03

Stora Enso Oyj: Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 3 February 2017 at 12.59 EET

The Board of Directors of Stora Enso Oyj has today decided to convene
the Annual General Meeting to be held on 27 April 2017.

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 27 April 2017 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 2016

- 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 0.37
per share be distributed for the year 2016.

The dividend would be paid to shareholders who on the record date of
the dividend payment, 2 May 2017, 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 9 May 2017.

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 2016 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 nine (9) 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 - Anne Brunila, Jorma
Eloranta, 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 Christiane
Kuehne and Göran Sandberg be elected new members of the Board of
Directors for the same term of office.

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

If the above candidates are elected, the Shareholders' Nomination
Board recommends to the Board of Directors that Jorma Eloranta be
appointed Chairman and Hans Stråberg be appointed Vice Chairman of
the Board of Directors.

Christiane Kuehne, LL.M., B.B.A., born 1955, Swiss/German citizen, is
a seasoned senior executive with international and multicultural
background and with broad experience from operative roles within the
Nestlé Group both strategically and operationally between the years
1977-2015. Her last operative role at Nestlé was as Head of Strategic
Business Unit Food with strategic responsibility for the food
business of Nestlé at global level. She possesses strong
international experience from both the European as well as the Asian
and African market. Ms Kuehne is a Board member of the UK company
James Finlays Ltd. and served between 2012-2016 as Board member and
as member of the Audit Committee of L'Oreal S.A. She also acts as
Board member of the Wetter Foundation, Morges/Switzerland.

Göran Sandberg, Ph.D, born 1951, Swedish citizen, is professor in
Plant Biology and professor at the Swedish University of Agricultural
Science and the Umeå University since 1989. He also acts as executive
director of the Knut and Alice Wallenberg Foundation and the Marianne
and Marcus Wallenberg Foundation. Sandberg is Board member of the
Marcus Wallenberg Foundation for Promoting Scientific Research in the
Forest Industry and the Wallenberg Foundations AB. His previous
positions include Vice chancellor of Umeå University 2005-2010,
Chairman of Umeå Plant Science Center 1996-2004, Chairman of
SciLifeLab Sweden 2013-2016 as well as Board member of the Human
Protein Atlas project and the Wallenberg Wood Science Center. Mr.
Sandberg is elected member of the Royal Swedish Academy of Science,
the Royal Swedish Academy for Agriculture and Forestry Sciences, and
the Royal Swedish Academy of Engineering Sciences.

All candidates and the evaluation regarding their independence has
been presented on the company's website storaenso.com/agm
(http://www.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, firm of Authorized Public Accountants, be
re-elected auditor until the end of the following AGM. The
recommendation of the Financial and Audit Committee is available on
the company`s website storaenso.com/agm
(http://www.storaenso.com/agm).

15. Amendment of the Articles of Association

The Board of Directors proposes to the AGM that Sections 5 and 13 of
the company's Articles of Association be amended so that the
shareholders' meeting shall decide on the election of Chairman and
Vice Chairman of the Board of Directors, with the exception of a
vacancy during the term of office, in which case the Board of
Directors shall have the right to elect a new Chairman or Vice
Chairman from among its members for the remaining term of office.

The Board of Directors further proposes to the AGM that Section 10 of
the company's Articles of Association be amended to allow for the
notice to the shareholders' meetings to be published on the company's
website in addition to which details on the date and location of the
meeting, together with the address of the company's website be
published in at least two Finnish and two Swedish newspapers, and
that Section 8 of the company's Articles of Association be amended so
that the reference to "Authorised Public Accountants approved by the
Finnish Central Chamber of Commerce" be changed to "Authorised
Public Accountants".

The detailed proposal is available on the company's website
storaenso.com/agm (http://www.storaenso.com/agm).

16. Amendment of the Charter of the Shareholders' Nomination Board

The Board of Directors proposes to the AGM that Section 3.1 of the
Charter of the Shareholders' Nomination Board be amended so that the
Shareholders' Nomination Board shall prepare and present to the
shareholders' meeting a proposal regarding the Chairman and Vice
Chairman of the Board of Directors in connection with its proposal
regarding the members of the Board of Directors.

17. Decision making order

18. 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 2016 will be
published on Stora Enso Oyj's website
storaenso.com/investors/annual-report during the week commencing on
Monday 20 February 2017. 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 11 May 2017 at the
latest.

C. Instructions for the participants in the AGM

1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on Thursday 13 April 2017 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 21 April 2017 at 12 noon Finnish time
by giving a prior notice of participation. Such notice can be given:

a) on the storaenso.com/agm (http://www.stor
company's aenso.com/agm)
website:
b) by +358 204 621 245
telephone:
c) by fax: +358 204 621 359
d) by Stora Enso Oyj, Legal Department,
regular mail: P.O. Box 309, FI-00101 Helsinki.

When registering, a shareholder shall notify his/her name, personal
identi...

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