Resolutions by Stora Enso Oyj's Annual General Meeting and the organising meeting of the Board of Directors
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The AGM resolved, in accordance with the proposal by the Board of Directors, that the Company shall distribute a dividend of
The first dividend instalment, EUR 0.13 per share, shall be paid to shareholders who on the record date of the first dividend payment,
The second dividend instalment, EUR 0.12 per share, shall be paid to shareholders who on the record date of the second dividend payment,
If the payment of the dividend is prevented due to applicable law, regulation or unexpected circumstances, the Board of Directors will resolve, as soon as practically possible, on a new record date and payment date.
Dividends payable for Euroclear Sweden registered shares will be forwarded by
Composition of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the Board of Directors shall have nine (9) members.
The AGM further resolved, in accordance with the proposal by the Shareholders' Nomination Board, to re-elect the current members of the board of Directors – Håkan Buskhe,
In accordance with the proposal by the Shareholders' Nomination Board, the AGM resolved to elect
Remuneration of the members of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the annual remuneration for the Board of Directors be paid as follows:
Chair EUR 221,728 (2024: 215,270)
Vice Chair EUR 125,186 (2024: 121,540)
Members EUR 85,933 (2024: 83,430)
The AGM also resolved, in accordance with the proposal by the Shareholders' Nomination Board 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 of the publication of the interim report for the period 1 January 2025–31 March 2025 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board that the annual remuneration for the Board committees be paid as follows:
Financial and
Chair EUR 23,976 (2024: 23,278)
Members EUR 16,868 (2024: 16,377)
People and
Chair EUR 11,988 (2024: 11,639)
Members EUR 7,214 (2024: 7,004)
Chair EUR 11,988 (2024: 11,639)
Members EUR 7,214 (2024: 7,004)
Election and remuneration of the auditor and sustainability reporting assurer
The AGM resolved, in accordance with the proposal by the Board of Directors, to elect
The AGM also resolved, in accordance with the proposal by the Board of Directors, to elect
The AGM also resolved, in accordance with the proposal by the Board of Directors, that the remuneration for the auditor and for the sustainability reporting assurer shall be paid according to invoices approved by the Financial and
Board authorisation to decide on repurchase and issuance of shares
In accordance with the proposal by the Board of Directors, the AGM resolved to authorise the Board of Directors 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 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.
In accordance with the proposal by the Board of Directors, the AGM also resolved to 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. 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.
Both authorisations are effective until the beginning of the next AGM, however, no longer than until
Amendment of the Articles of Association
The AGM resolved, in accordance with the proposal by the Board of Directors, to amend the Company's Articles of Association as set out below:
4 §: The reference to Corporate Governance Policy will be deleted from the article 4 as obsolete as the Company is required to publish Corporate Governance Statement pursuant to applicable law.
5 and 6 §: The reference to the Deputy CEO will be deleted as unnecessary since the Company no longer has a Deputy CEO.
Title of section IV and 8 §:
11 §: The meeting place in case a General Meeting is held virtually will be clarified pursuant to the current article 9 of the Articles of Association.
13 §: The article 13 will be amended so that the Annual General Meeting shall also decide, in addition to the items currently listed, on the adoption of the remuneration policy, when necessary, and on the adoption of the remuneration report, and that the numbering of the current sub-items 7–11 of article 13 be changed accordingly. The article 13 is amended by adding a reference to the remuneration of the sustainability reporting assurer and by adding a requirement to elect a sustainability reporting assurer.
Resolutions by the organising meeting of the Board of Directors
The Board of Directors assessed the independence of its members and concluded that the members are independent of the Company and its major shareholders, with the exception of Håkan Buskhe,
The forest is at the heart of
CONTACT:
For further information, please contact:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
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