Notice to the Annual General Meeting of Stora Enso Oyj
Notice to the Annual General Meeting
Notice is given to the shareholders of
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
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
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
The Board of Directors proposes to the AGM that a dividend of
The dividend would be paid to shareholders who on the record date of the dividend payment, Monday
The dividend would be paid on or about Monday
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period
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 as of
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
Board of Directors
Chair EUR 209,000 (2022: 203,000)
Vice Chair EUR 118,000 (2022: 115,000)
Members EUR 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
Financial and
Chair EUR 22,600 (2022: 22,000)
Members EUR 15,900 (2022: 15,400)
People and
Chair EUR 11,300 (2022: 11,000)
Members EUR 6,800 (2022: 6,600)
Chair EUR 11,300 (2022: 11,000)
Members EUR 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
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
The Shareholders' Nomination Board proposes that
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
15. Election of auditor
On the recommendation of the Financial and
The recommendation of the Financial and
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
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
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 rights to those in customary in-person General Meetings of Shareholders. The amendments do not preclude arranging General Meetings of Shareholders as in-person or hybrid meetings.
Pursuant to the proposal of the Board of Directors, 9 § of the Company's Articles of Association would be amended to read as follows:
"9 § Shareholders participating in a General Meeting of Shareholders or their legally qualified representatives or their legally qualified proxies shall have the right to exercise their power to decide on matters pertaining to the Company.
A shareholder wishing to attend a General Meeting of Shareholders shall notify the Company by the date mentioned in the notice to the meeting, which may not be more than ten (10) days before the meeting.
Since the shares of the Company are incorporated in the book-entry system, the provisions of the Finnish Companies Act regarding the right to participate in a General Meeting of Shareholders must also be taken into account.
The Board of Directors may decide that the General Meeting of Shareholders is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting of Shareholders using telecommunications and technical means (virtual meeting)."
19. Decision making order
20. 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
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
The registration period for the AGM commences on Tuesday
Such notice of registration can be given:
a) on the Company's website: storaenso.com/agm
Registration by natural persons requires strong electronic authentication. A natural person logging in the service via the Company's website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the AGM, authorize a proxy representative and vote in advance in one session. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.
Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their Business ID and other required information to register electronically.
For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorisation service as further described below in section C.3, strong electronic authentication of the authorized individual is required either with personal online banking credentials or a mobile certificate.
b) by regular mail:
c) by telephone: +358 2046 111 (Monday–Friday: 9.00–15.00)
When registering, shareholders shall provide requested information, such as their name, date of birth or Business ID, address, telephone number, e-mail address and the name of any assistant or proxy representative and the date of birth of any proxy representative. The personal data provided to
Shareholders or their authorised representatives or proxy representatives shall at the meeting venue, if required, be able to prove their identity and/or right of representation.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the AGM by virtue of such shares, based on which they on the record date of the AGM, Monday
Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy authorization documents and voting instructions, as well as registration for the AGM. The account manager of the custodian shall 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, and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the AGM on the Company's website, but they must be registered by their custodians instead.
Further information on these matters can also be found on the Company's website storaenso.com/agm.
3. Proxy representative and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the AGM by way of proxy representation. A proxy representative may also vote in advance as described in this notice. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the AGM. Proxy representatives registering electronically for the AGM must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
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.
Natural persons may appoint a proxy representative in connection with the registration to the AGM at the Company's website. Otherwise, a proxy document must be used. Proxy document templates are available on the Company's website storaenso.com/agm.
Any proxy documents should be delivered to
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the AGM in
4. Shares registered in
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
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
(ii) Request temporary registration in the shareholders' register of
This temporary registration made through written request to
5. ADR holders
ADR holders intending to vote at the AGM shall notify the depositary bank,
6. Advance voting
Shareholders may also vote in advance on certain agenda items of the AGM in accordance with the following instructions.
For holders of nominee-registered shares, advance voting is carried out via the account manager of their custodian. The account manager may cast advance votes on behalf of the holders of nominee-registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda items during the period between Tuesday
a) electronically on the Company's website at storaenso.com/agm
For natural persons, secured strong electronic authentication is required to vote in advance electronically. A shareholder may register and vote by logging in using their personal online banking credentials or a mobile certificate.
Shareholders that are legal entities shall provide the number of their Finnish book-entry account, business identification code and other information required to vote in advance electronically.
For shareholders that are legal entities, no strong electronic authentication is required to vote in advance electronically. However, if a legal entity uses the electronic Suomi.fi authorization service as described in Section C.3 above, advance voting requires strong electronic authentication of the authorized individual with personal online banking credentials or a mobile certificate.
b) by email or regular mail
A shareholder may deliver the advance voting form available on the Company's website storaenso.com/agm or corresponding information to
Legal representatives or authorized proxy representatives of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the AGM.
Shareholders with a Swedish book-entry account may vote in advance on certain agenda items of the AGM during the period Tuesday 31 January 2023–8 March 2023 at
a) shareholders who are natural persons, on the Company's website: storaenso.com/agm
The electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with his/her Swedish online banking credentials or a mobile certificate.
Shareholders who are legal entities shall proceed as set out in b) below and deliver the advance voting form to
b) by regular mail or e-mail
A shareholder may deliver an advance voting form available on the Company's website storaenso.com/agm to
If a shareholder participates in the AGM by delivering votes in advance to
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the AGM or vote on a possible counterproposal under the Finnish Companies Act must participate in the AGM at the meeting venue in person or by way of proxy representation.
A proposal subject to advance voting is considered to have been presented without amendments at the AGM.
Instructions regarding the electronic advance voting will also be available on the Company's website at storaenso.com/agm as of Tuesday
7. Other information
The information concerning the AGM required under the Finnish Companies Act and the Finnish 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 176,238,276 conferring a total of 176,238,276 votes and the total number of R shares is 612,381,711, conferring a total of at least 61,238,171 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. On the date of this notice, the Company does not hold any of its own shares.
Changes in shareholding occurring after the record date of the AGM, Monday
A video link and password to follow the meeting via a live video stream will be sent by e-mail to the e-mail address provided in connection with the registration for the AGM. Following the meeting via the live video stream is possible only for shareholders who are registered in the shareholders' register of the Company held by
For further information, please contact:
Press officer
tel. +46 72 241 0349
Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
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The following files are available for download:
0131_E_AGM_notice |
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