(Información remitida por la empresa firmante)
The recommendation of the Financial and Audit Committee concerning the auditor election is available on the Company’s website storaenso.com/agm. The Financial and Audit Committee confirms that its recommendation is free from influence by any third party and that no clause as set out in Article 16, Section 6 of the EU Audit Regulation (537/2014) restricting the choice by the AGM or the Company’s free choice to propose an auditor for election has been imposed on the Company. 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 31 July 2024 and it revokes the authorisation given by the AGM on 15 March 2022.
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 31 July 2024 and it revokes the authorisation given by the AGM on 15 March 2022.
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 Stora Enso Oyj’s website at storaenso.com/agm. Stora Enso’s annual accounts, the report of the Board of Directors the auditor’s report and the Remuneration Report for the financial year 2022 will be available on Stora Enso Oyj’s website storaenso.com/agm as of 14 February 2023. The proposals for decisions and the other above-mentioned documents will also be available at the AGM. The minutes of the AGM will be available on Stora Enso Oyj’s website storaenso.com/agm from Thursday 30 March 2023 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 6 March 2023, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the AGM. Shareholders, whose shares are registered on their personal Finnish book-entry account or equity savings account, are registered in the shareholders’ register of the Company.
The registration period for the AGM commences on Tuesday 31 January 2023 at 10 a.m. Finnish time. 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 10 March 2023 at 16 p.m. Finnish time.
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: Stora Enso Oyj, Legal Department, P.O. Box 309, FI-00101 Helsinki
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 Stora Enso Oyj will be used only in connection with the AGM and with the processing of related registrations.
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
(CONTINUA)