STORA ENSO OYJ STOCK EXCHANGE RELEASE
HELSINKI, April 29, 2020 /PRNewswire/ -- The Board of
Directors of Stora Enso Oyj has decided to convene the Annual
General Meeting to be held on 4 June
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 4
June 2020 at 4 p.m. at the
Company`s Head Office at Kanavaranta 1, Helsinki, Finland. Shareholders of the Company
and their proxy representatives may participate in the meeting and
exercise their rights as shareholders only through voting in
advance as well as by making counterproposals and presenting
questions in advance. Instructions for shareholders are presented
in this notice under section C Instructions for the participants in
the AGM.
The Board of Directors of the Company has resolved on the
exceptional procedure for the meeting based on the temporary
legislative act to limit the spread of the Covid-19 pandemic
approved by the Finnish Parliament on 24
April 2020. The Company has resolved to take actions enabled
by the act in order to hold the meeting in a predictable manner,
taking into account the health and safety of the Company`s
shareholders, personnel and other stakeholders.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
The greetings of the Chair of the Board of
Directors to the shareholders will be published on the date of the
AGM on the Company`s website storaenso.com/agm.
2. Calling the meeting to order
Manne Airaksinen,
Attorney-at-law, will act as the Chair of the AGM. If Manne Airaksinen is not able to act as Chair due
to a weighty reason, the Board of Directors will
nominate a person it deems most suitable to act as Chair.
3. Election of persons to confirm the minutes and to
supervise the counting of votes
Seppo Kymäläinen, Attorney-at-law, will act as the
person to confirm the minutes and supervise the counting of votes.
If Seppo Kymäläinen is unable to act as the person to confirm the
minutes and supervise the counting of the votes due to a weighty
reason, the Board of Directors will nominate a person it deems most
suitable to act as a person to confirm the minutes and 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
Shareholders who have voted in advance within the
advance voting period and have the right to attend the AGM under
Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish
Companies Act shall be deemed shareholders represented at the
meeting. The list of votes will be adopted based on information
delivered by Euroclear Finland Oy.
6. Presentation of the annual accounts, the report of
the Board of Directors and the auditor's report for the year
2019
As participation in the AGM is possible only in advance,
the annual accounts, including the report of the Board of Directors
and the auditor's report, which have been published by the
Company on 13 February 2020 and
which are available on the Company`s website storaenso.com/agm,
shall be deemed to have been presented to the AGM. The
presentation of the President and CEO will also be published on the
Company's website storaenso.com/agm on the date of the
AGM.
7. Adoption of the annual accounts
The Board of Directors proposes that the AGM adopts the
annual accounts. The Auditor of the Company has supported the
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 0.15 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 8 June
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 15 June 2020.
In addition, it is proposed that the AGM would authorise the
Board of Directors to decide at its discretion on the payment of
dividend up to a maximum of EUR 0.35
per share. A resolution on the distribution of a dividend would be
made at a later stage when it is possible to make a more reliable
estimate on the impacts of the Covid-19 pandemic on Stora Enso's
business and liquidity. Based on the authorisation, it would also
be possible to resolve on distributing the dividend in one or
several instalments.
The authorisation would be valid until the beginning of the next
Annual General Meeting. The Company will publish possible
resolutions of the Board of Directors on dividend payments and
confirm the record and payment dates of the dividend payments in
connection with such resolutions. The dividend paid based on the
authorisation would be paid to shareholders who on the record date
of the dividend payment in question 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.
9. Resolution on the discharge of the members of the
Board of Directors and the CEO from liability for the financial
period 1 January 2019 - 31 December 2019
10. Presentation of the Remuneration
Policy
As participation in the AGM is possible only in advance, the Stora
Enso Remuneration Policy covering the principles for remuneration
of the members of the Board of Directors, President and CEO and
Deputy CEO, published by the Company through a stock exchange
release on 30 January 2020, which is
available on the Company`s website storaenso.com/agm, is deemed to
have been presented to the AGM.
11. Resolution on the remuneration for the members of
the Board of Directors
The Shareholders' Nomination Board proposes to the AGM as disclosed
on 15 January 2020 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 AGM 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
Remuneration Committee
Sustainability and Ethics Committee
12. Resolution on the number of members of the Board of
Directors
Chair
|
EUR 21 200
(2019: 20 600)
|
Members
|
EUR 14 800
(2019: 14 400)
|
Chair
|
EUR 10 600
(2019: 10 300)
|
Members
|
EUR 6 400
(2019: 6 200)
|
Chair
|
EUR 10 600
(2019: 10 300)
|
Members
|
EUR 6 400
(2019: 6 200)
|
The Shareholders' Nomination Board proposes to the AGM as
disclosed on 15 January 2020 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 disclosed
on 15 January 2020 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
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
beginning of 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 of Directors proposes that the AGM authorise the Board of
Directors 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 authorisation 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 and Stora
Enso Oyj's annual accounts, the report of the Board of
Directors and the auditor's report for 2019 are available on Stora
Enso Oyj's website storaenso.com/investors/annual-report. A copy of
the annual accounts will be sent to shareholders upon request. The
minutes of the AGM will be available on Stora Enso Oyj's website
storaenso.com/agm no later than on 18
June 2020.
C. Instructions for the participants in the AGM
In order to prevent the spread of the Covid-19 pandemic, the AGM
will be arranged so that a shareholder or his/her proxy
representative may not be present at the venue of the meeting. It
is also not possible for a shareholder or his/her proxy
representative to participate in the AGM by means of real-time
telecommunications. Shareholders and their proxy representatives
may participate in the AGM and exercise their rights at the AGM
only by voting in advance as well as by making counterproposals and
presenting questions in accordance with the instructions presented
below.
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the
AGM, Monday 25 May 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 may not participate in the AGM in any other
manner than by voting in advance in the manner described below and
by making counterproposals and presenting questions in advance.
2. Notice of participation and voting in advance
The registration period and advance voting period commence on
6 May 2020, when the deadline for
delivering counterproposals to be put to a vote has expired. A
shareholder, who is registered in the Company's shareholders'
register and who wishes to participate in the AGM by voting in
advance, must register for the AGM by giving a prior notice of
participation and by delivering his/her votes in advance. Both the
notice of participation and votes have to be received by the
Company by no later than on Thursday 28 May
2020 at 4 p.m. Finnish
time.
When registering, requested information such as the name, personal
identification number, address and telephone number of the
shareholder must be notified. If another representative than the
proxy representative nominated by the Company is used, the
requested information such as the name and personal identification
number must be notified also regarding such proxy representative.
The personal data given to Euroclear Finland Oy or the proxy
representative nominated by the Company will be used only in
connection with the AGM and with the processing of related
registrations.
Previous notices of participation which have been given for the AGM
which was convened to be held on 19 March
2020 are not deemed as notices of participation for this
AGM.
Shareholders with a Finnish book-entry account can register and
vote in advance on certain matters on the agenda during the period
6 May 2020 - 28 May 2020 in the following
manners:
- on the website: storaenso.com/agm
The electronic voting in advance requires the shareholder's
book-entry account number.The terms and other instructions
concerning the electronic voting are available on the Company's
website
storaenso.com/agm.
- by regular mail or e-mail
A shareholder may deliver an advance voting form available on the
Company's website storaenso.com/agm to Euroclear Finland Oy by
regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110,
FI-00101 Helsinki, Finland or by
e-mail to yhtiokokous@euroclear.eu. The advance voting form will be
available on the Company's website no later than on 6 May 2020.
A representative of the shareholder must in connection with
delivering the voting form 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 delivering votes in
advance to Euroclear Finland Oy, the delivery of the votes shall
constitute due registration for the AGM.
The terms and other instructions concerning the voting by regular
mail or e-mail are available on the Company's website
storaenso.com/agm.
3. Proxy representative and powers of attorney
Shareholders of the Company may participate in the AGM through a
proxy representative. A proxy representative of a shareholder must
also vote in advance in the manner described in this notice. A
shareholder also has the possibility, if he/she so wishes, to use
the Company's proxy authorisation service and authorise the
independent proxy representative nominated by the Company, Mårten
Knuts, Attorney-at-Law, or a person designated by him to represent
the shareholder and exercise on his/her behalf the right to vote
through the advance voting procedure in accordance with the voting
instructions given by the shareholder.
The contact information of the independent proxy representative:
Mårten Knuts, Attorney-at-law, Krogerus Attorneys Ltd, Unioninkatu
22, FI-00130 Helsinki, Finland,
e-mail: agmstoraenso@krogerus.com. When authorising the independent
proxy representative, the shareholder must deliver to him a dated
proxy document as well as voting instructions no later than on
27 May 2020, by which time the
documents must be received by the proxy representative.
A template for the proxy document and voting instructions will
be available on the Company's website storaenso.com/agm by no
later than 6 May 2020 once the
deadline for delivering counterproposals to be put to a vote has
expired.
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.
Delivery of a proxy document and votes in advance to Euroclear
Finland Oy before the expiration of the period for the notice of
participation constitutes due registration for the AGM if the
information required for registering for the meeting set out in
C.2. above is included in the documents.
4. 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 25 May
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 1 June
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. In addition,
the account management organisation of the custodian bank must see
to the voting in advance on behalf of a nominee-registered
shareholder within the registration period applicable to
nominee-registered shares.
Further information on these matters can also be found on the
Company's website storaenso.com/agm.
5. 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
25 May 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 25 May
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 26 May
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. Also shareholders, whose share are registered in the
shareholders' register maintained by Euroclear Sweden AB may only
participate in the meeting and exercise their rights as
shareholders through voting in advance. The account management
organisation of the custodian bank must see to the voting in
advance on behalf of a shareholder within the registration period
applicable to nominee-registered shares. A notice to the meeting
without the delivery of votes in advance will not be considered
participation in the AGM.
6. 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.
7. Other information
Shareholders holding at least one hundredth of all of the shares in
the Company have the right to make a counterproposal to the
proposals for resolutions on the agenda of the AGM, which will be
put to a vote. Such counterproposals must be delivered to the
Company by e-mail to agm@storaenso.com by no later than
5 May 2020 at 4 p.m. Finnish time. Shareholders making a
counterproposal must in connection with delivering the
counterproposal present evidence of his/her shareholdings. The
counterproposal will be considered at the AGM, provided that the
shareholder has the right to participate in the AGM and that the
shareholder holds shares corresponding to at least one hundredth of
all of the shares in the Company on the record date of the
AGM. If the counterproposal will not be taken up for consideration
at the AGM, the votes given in favour of the counterproposal will
not be taken into account. The Company will publish possible
counterproposals to be put to a vote on the Company`s website
storaenso.com/agm by no later than 6
May 2020.
A shareholder may present questions pursuant to Chapter 5,
Section 25 of the Finnish Companies Act until 19 May 2020 by e-mail to agm@storaenso.com. Such
questions by shareholders, responses to such questions by the
Company`s management as well as other counterproposals than those
put up to a vote on are available on the on the Company`s website
storaenso.com/agm by no later than 26
May 2020. As a prerequisite for presenting questions or
counterproposals, a shareholder must present sufficient evidence to
the Company of his/her shareholdings.
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.
On the date of this notice to the AGM the total number of Stora
Enso Oyj A shares is 176 255 584 conferring a total of
176 255 584 votes and the total number of R shares is
612 364 403, conferring a total of at least
61 236 440 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 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.
29 April 2020
STORA ENSO OYJ
BOARD OF DIRECTORS
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 25 000 employees in more than 30 countries. Our
sales in 2019 were EUR 10.1 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
CONTACT:
For further information, please contact:
Satu Härkönen
Head of Communications, Finnish media relations
tel. +358-40-832-7458
Investor enquiries:
Tomi Lindell
Investor Relations Manager
tel. +358-50-512-8043
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,c3099979
The following files are available for download:
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0429 E AGM
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