HELSINKI, Finland, Feb. 5, 2009 (GLOBE NEWSWIRE) -- Stora Enso Oyj's Annual General Meeting (AGM) will be held on Wednesday 1 April 2009 at 4 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland.
A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
1. Opening of the meeting
2. Matters of order for the meeting
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 2008
- CEO's report
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet
and distribution of funds
The Board of Directors proposes to the AGM that EUR 0.20 per
share, a maximum aggregate of EUR 157 907 699.80, be distributed
to the shareholders from the share premium fund of the parent
company. The distribution shall be paid after the Finnish
National Board of Patents and Registration has given its
consent to the decrease of the share premium fund which is
expected to take place in July 2009 at the earliest. The details
of the record date and payment date of the distribution shall be
decided in the AGM.
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 Committee proposes, at the initiative of the
Board of Directors, to the AGM that the annual remuneration
for the members of the Board of Directors and Board Committees
shall be reduced to a half compared to previous years as follows:
Board of Directors
Chairman EUR 67 500
Deputy Chairman EUR 42 500
Members EUR 30 000
The Nomination Committee also proposes that 40% of the
remuneration be paid in Stora Enso Series R shares purchased
from the market.
In addition, annual remuneration shall be paid to members of the
Board Committees as follows:
Financial and Audit Committee
Chairman EUR 10 000
Members EUR 7 000
Remuneration Committee
Chairman EUR 5 000
Members EUR 3 000
Remuneration shall be paid only to non-executive Board members.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee proposes to the AGM that the Board of
Directors shall have nine (9) members.
12. Election of members of the Board of Directors
The Nomination Committee proposes to the AGM that of the current
members of the Board of Directors, Gunnar Brock, Claes Dahlback,
Dominique Heriard Dubreuil, Birgitta Kantola, Ilkka Niemi, Juha
Rantanen, Matti Vuoria and Marcus Wallenberg be re-elected members
of the Board of Directors until the end of the following AGM and
that Hans Straaberg be elected new member of the Board of
Directors for the same term of office. Jan Sjoqvist has
announced that he wishes to retire from the Board of Directors
at the end of the Annual General Meeting.
Hans Straaberg is currently the CEO and President of Electrolux
AB. He holds a Master's degree in Science and Engineering from
the Chalmers University of Technology in Gothenburg, Sweden.
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.
14. Election of auditor
The Board of Directors proposes to the AGM that the current
auditor Authorised Public Accountants Deloitte & Touche Oy be
re-elected auditor of the Company until the end of the following
AGM.
15. Appointment of Nomination Committee
The Nomination Committee proposes that the AGM appoints a
Nomination Committee to prepare proposals concerning (a) the
number of members of the Board of Directors, (b) the members of
the Board of Directors, (c) the remuneration for the Chairman,
Vice Chairman and members of the Board of Directors and (d) the
remuneration for the Chairman and members of the committees of
the Board of Directors. The Nomination Committee shall consist
of four members:
- the Chairman of the Board of Directors
- the Vice Chairman of the Board of Directors
- two members appointed by the two largest shareholders (one
each) according to the register of shareholders on 1 October
2009.
The Chairman of the Board of Directors shall convene the
Nomination Committee and the Nomination Committee shall present
its proposals to the Board of Directors for the AGM to be held
in 2010 before 31 January 2010. A member of the Board of
Directors may not be appointed as Chairman of the Nomination
Committee. Annual remuneration of EUR 3 000 shall be paid to a
member of the Nomination Committee who is not a member of the
Board of Directors.
16. Decrease of the share premium fund and the reserve fund of the
parent company
The Board of Directors proposes to the AGM that the share
premium fund as shown in the balance sheet of the parent company
as per 31 December 2008 will be decreased by an amount of EUR
1 688 145 310.08, and the reserve fund as shown in the balance
sheet of the parent company as per 31 December 2008 by an amount
of EUR 353 946 990.12. The decreased amounts shall be transferred
to the invested non-restricted equity fund. The decrease is
proposed to be in addition to the decrease proposed under item 8
above.
The decrease of the share premium?fund and the reserve fund
become effective after the Finnish National Board of Patents and
Registration has given its consent to the decrease.
17. Proposal by the shareholders Matti Ikonen, Matti Liimatainen and
Annina Kaeppi
Shareholders Matti Ikonen, Matti Liimatainen and Annina Kaeppi
propose to the AGM that Stora Enso Oyj no longer procure from
the Finnish state enterprise Metsaehallitus any wood from forest
areas in forest Lapland that nature conservation organisations
have designated as rare contiguous wilderness areas formed by
old-growth forests, bogs and fells.
18. Decision making order
19. Closing of the meeting
B. Documents of the AGM
The proposals of the Board of Directors and its committees as well
as the proposals of the shareholders 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. The annual report of Stora Enso Oyj,
including the Company's annual accounts, the report of the Board of
Directors and the auditor's report will be published on the above-
mentioned website as a pdf document during the week commencing Monday
23 February 2009. The proposals of the Board of Directors and the
annual accounts are also 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 the
above-mentioned website as from 15 April 2009.
C. Instructions for the participants in the AGM
1. The right to participate and registration
Each shareholder, who on the AGM record date 20 March 2009 is
registered in the shareholders' register of the Company held by
Euroclear Finland Ltd, has the right to participate in the AGM. A
shareholder, whose shares are registered on his/her personal
book-entry account, is registered in the shareholders' register of
the Company.
A shareholder, who wants to participate in the AGM, shall register
for the AGM no later than 25 March 2009 at noon Finnish time by giving
a prior notice of participation. Such notice can be given:
a) on the Company's website: www.storaenso.com/agm
b) by telephone: +358 2046 21245
+358 2046 21224
+358 2046 21210
+358 2046 21327
c) by telefax: +358 2046 21359
d) by regular mail: Stora Enso Oyj, Legal Department, P.O. Box 309,
FI-00101 Helsinki
In connection with the registration, a shareholder shall notify his
/her name, personal identification number, address, telephone number
and the name of a possible assistant.
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.
2. 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. Possible 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.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in
the AGM, must be entered into the shareholders' register of the
Company on the AGM record date 20 March 2009.
A holder of nominee registered shares is advised to request
necessary instructions regarding the registration in the
shareholders' register of the Company, the issuing of proxy documents
and registration for the AGM from his/her custodian bank. Further
information on these matters can also be found on the Company's
website www.storaenso.com/agm.
4. Shares registered in Euroclear Sweden AB
Shareholders whose shares are registered 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 shareholder register.
Such request shall be submitted in writing to Euroclear Sweden AB
before Friday 20 March 2009 at noon Swedish time. Temporary
registration made through Euroclear Sweden AB is regarded as a
notice of attendance.
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
On the date of this notice to the AGM 5 February 2009, the total
number of series A shares in Stora Enso Oyj is 177 152 431,
representing a total of 177 152 431 votes and the total number of
series R shares is 612 386 068, representing a total of at least
61 238 607 votes. Each series A share and each ten (10) series R
shares entitle the holder to one vote. Each shareholder shall,
however, have at least one vote.
APPENDIX
Hans Straaberg, born 1957, Swedish citizen, is the President and
CEO of AB Electrolux. He has held several management position at
Electrolux in Sweden and the USA. Before joining Electrolux in 1983,
he was Assistant to the Technical Attache at the Swedish Embassy in
Washington DC. In 1987, Hans Straaberg assumed his first Electrolux
senior management position, with global responsibility for dishwashers
and laundry equipment. In 1992, he assumed the position of General
Manager of Electrolux' Floor Care operations at the Vaestervik
facilities in Sweden. This was followed by another major assignment
in the USA in 1995, this time with responsibility for production and
development in the Group's North American White Goods operations. In
1998, he became Executive Vice President for the Group's Floor Care
and Light Appliances sector. He also joined the Group Management Team
at this time. Since April 2002, Hans Straaberg is President and Chief
Executive Officer at AB Electrolux. Currently he holds following
positions of trust: Board Member of Roxtec, Board Member of the
Associations of Swedish Engineering Industries.
Hans Straaberg holds a Master's degree in Science and Engineering
from the renowned Chalmers University of Technology in Gothenburg,
Sweden.
An image bank of pictures that may be freely used to illustrate
articles about Stora Enso is available at
http://bmt.storaenso.com
Please, copy and paste the link into your web browser and follow
the path:
Images > Corporate > People > Management > Hans Straaberg
For further information, please contact:
Jouko Karvinen, CEO, tel. +358 2046 21410
Markus Rauramo, CFO, tel. +358 2046 21121
Keith Russell, Senior Vice President, Investor Relations,
tel. +44 7775 788659
Ulla Paajanen-Sainio, Vice President, Investor Relations and Financial
Communications, tel. +358 2046 21242
www.storaenso.com
www.storaenso.com/investors
STORA ENSO OYJ
Jari Suvanto Ulla Paajanen-Sainio
|
| Recent
Quote for SEOAY
|
| Last Trade: |
$ 6.020 |
| Trade Time: |
11:59 ET
|
| Change: |
+0.350
(+6.1728%)
|
| Prev Close: |
5.67 |
| 52-Wk Range: |
3.43 - 8.32 |

|