HELSINKI, Jan. 30, 2020 /PRNewswire/ -- The Board of
Directors of Stora Enso Oyj has decided to convene the Annual
General Meeting to be held on 19 March
2020.
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 19
March 2020 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
2019
- President and 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 0.50 per share be distributed on
the basis of the balance sheet adopted for the year 2019.
The dividend would be paid to shareholders who on the record date
of the dividend payment, Monday 23 March
2020, 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 30 March
2020.
9. Resolution on the discharge of the members of the
Board of Directors and the CEO from liability
10. Presentation of the Remuneration
Policy
Presentation of the Stora Enso Remuneration Policy covering the
principles for remuneration of the members of the Board of
Directors, President and CEO and Deputy CEO and the AGM's advisory
approval of the policy.
The policy is available on the Company`s website
storaenso.com/agm and attached to this notice.
11. 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
Chair, Vice Chair and members of the Board of Directors be
increased by approximately 2.5-3 percent and be paid as
follows:
Board of Directors
Chair
|
EUR 197 000 (2019:
192 000)
|
Vice Chair
|
EUR 112 000 (2019:
109 000)
|
Members
|
EUR 76 000 (2019:
74 000)
|
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% will be 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 from the publication of
the interim review for the period 1 January 2020-31 March 2020 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 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 increased by approximately 2.5-3 percent and be paid
as follows:
Financial and Audit Committee
Chair
|
EUR 21 200
(2019: 20 600)
|
Members
|
EUR 14 800 (2019:
14 400)
|
Remuneration Committee
Chair
|
EUR 10 600
(2019: 10 300)
|
Members
|
EUR 6 400 (2019:
6 200)
|
Sustainability and Ethics Committee
Chair
|
EUR 10 600
(2019: 10 300)
|
Members
|
EUR 6 400 (2019:
6 200)
|
12. 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.
13. Election of Chair, Vice Chair and other members of
the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that of
the current members of the Board of Directors Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Mikko Helander, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Stråberg be re-elected
members of the Board of Directors until the end of the following
AGM and that Håkan Buskhe be elected new member of the Board of
Directors for the same term of office.
Göran Sandberg has announced that he is not available for
re-election to the Board of Directors.
The Shareholders' Nomination Board proposes that Jorma Eloranta be elected Chair and Hans
Stråberg be elected Vice Chair of the Board of Directors.
Håkan Buskhe, M.Sc. Eng., Licentiate of Engineering, born 1963,
Swedish citizen, has a strong industrial operative background and
management experience having acted as CEO of several leading
Swedish companies and as of 12 February
2020 as CEO of FAM AB. Prior to his current position Buskhe
has acted as CEO and President of SAAB AB (2010-2019) and E.ON
Nordic (2008-2010). Previous working experience further includes
executive positions in E.ON Sweden
(2006-2008), acting as CEO of the logistics company Schenker North (2001-2006) as well as several
positions in Storel AB (1998-2001), Carlsberg A/S (1994-1998)
and Scansped AB (1988-1994). Buskhe has further held positions as
Board member in several venture capital companies. He is
independent of the company but not of its significant shareholders
due to his coming position as CEO of FAM AB. Buskhe currently 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.
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.
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 shall not exceed
2 000 000 shares, which corresponds to approximately 0.25% of
all shares and 0.33% of all R shares in the Company. Own shares can
be repurchased otherwise than in proportion to the shareholdings of
the shareholders (directed repurchase). Own shares can 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 shares may be repurchased primarily in order to use the
shares as part of the Company's incentive and remuneration scheme.
The repurchased shares may be held for reissue, canceled or
transferred further.
The Board of Directors decides on all other matters related to
the repurchase of own shares. The authorisation is effective until
the next AGM, however, no longer than until 31 July 2021.
17. Authorising the Board of Directors to decide on the
issuance of shares
The Board proposes that the AGM authorise the Board to decide on
the issuance of Stora Enso R shares on the following terms:
The amount of 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. The authorisation covers both the issuance of new shares
as well as the transfer of own shares held by the Company.
The issuance of shares may be carried out in deviation from the
shareholders' pre-emptive rights for the purpose of using the
shares as part of the Company's incentive and remuneration
scheme.
The Board shall decide on other terms and conditions of a share
issue. The authorization shall remain in force until 31 July 2021 and it revokes the authorisation
given by the AGM on 14 March 2019.
18. Decision making order
19. Closing of the meeting
B. Documents of the AGM
The proposals for decisions relating to the agenda of the AGM and
this notice as well as the remuneration policy are available on
Stora Enso Oyj's website at storaenso.com/agm. Stora
Enso Oyj's annual accounts, the report of the Board of
Directors and the auditor's report for 2019 will be published on
Stora Enso Oyj's website
storaenso.com/investors/annual-report during week 7. 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 2 April
2020 at the latest.
C. Instructions for the participants in the AGM
1. Shareholders registered in the shareholders'
register
Each shareholder, who is registered on the record date of the AGM,
Monday 9 March 2020, 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 by giving a prior notice of participation, which has to be
received by the company no later than on Friday 13 March 2020 at 4
p.m. Finnish time. Such notice can be given:
a) on the
company's website:
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storaenso.com/agm
|
b) by
telephone:
|
+358 204 621 245
(Monday-Friday: 9.00-15.00)
|
c) by regular
mail:
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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 9 March
2020, 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 temporarily
registered into the shareholders' register held by Euroclear
Finland Oy no later than on Monday 16 March
2020 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 temporary registration
in the 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
temporarily register a holder of nominee-registered shares, who
wants to participate in the AGM, into the 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 to Stora Enso Oyj, Legal
Department, P.O. Box 309, FI-00101 Helsinki or by email at
agm@storaenso.com before the last date for registration. The
original proxy document should be presented at the general meeting
at the latest, if required.
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 9 March 2020.
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 9 March
2020 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 Tuesday 10 March 2020 at 12 noon
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
The information concerning the AGM required under the Companies Act
and the Securities Market Act is available on the Company's website
storaenso.com/agm. 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 176 256 834 conferring a total of
176 256 834 votes and the total number of R shares is
612 363 153, conferring a total of at least
61 236 315 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.
Changes in shareholding occurring after the record date of the
AGM, Monday 9 March 2020, will not
affect the right to participate in the General Meeting or the
number of votes of such shareholder at the AGM.
Photo of Håkan Buskhe is available at
https://storaenso.emmi.fi/l/FBsjbZr59qhb.
Please copy and paste the link into your web browser.
Part of the bioeconomy, Stora Enso is a leading global provider
of renewable solutions in packaging, biomaterials, wooden
constructions and paper. We believe that everything that is made
from fossil-based materials today can be made from a tree tomorrow.
Stora Enso has some 26 000 employees in over 30 countries. Our
sales in 2018 were EUR 10.5 billion.
Stora Enso shares are listed on Nasdaq Helsinki (STEAV, STERV) and
Nasdaq Stockholm (STE A, STE R). In addition, the shares are traded
in the USA as ADRs (SEOAY).
storaenso.com
STORA ENSO OYJ
For further information, please contact:
Ulrika Lilja
EVP Communications
tel. +46-72-221-9228
Investor enquiries:
Ulla Paajanen
SVP, Investor Relations
tel. +358-40-763-8767
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/stora-enso-oyj/r/notice-to-the-annual-general-meeting-of-stora-enso-oyj,c3023249
The following files are available for download:
https://mb.cision.com/Public/13589/3023249/a829a723881d2cbe.pdf
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Remuneration policy
ENG
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