(Información remitida por la empresa firmante)
HELSINKI, Jan. 31, 2023 /PRNewswire/ — The Board of Directors of Stora Enso Oyj has decided to convene the Annual General Meeting to be held on Thursday 16 March 2023.
Notice to the Annual General Meeting
Notice is given to the shareholders of Stora Enso Oyj (“Stora Enso” or the “Company”) to the Annual General Meeting (the “AGM”) to be held on Thursday 16 March 2023 at 16 p.m. Finnish time at Marina Congress Center, Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 15 p.m. Finnish time at the meeting venue.
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 Euroclear Finland Oy or by Euroclear Sweden AB on the record date of the AGM, will be able to follow the meeting via a live video stream. Following the live video stream is not considered as participating in the AGM. Further instructions regarding the live video stream can be found in this notice under section C. Instructions for the participants in the AGM.
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
Stora Enso’s annual accounts, the report of the Board of Directors and the auditor’s report will be available on Company’s website storaenso.com/agm as of 14 February 2023.
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 31 December 2022 was EUR 1,970,697,938.32, of which the profit for the financial year was EUR 415,641,225.97.
The Board of Directors proposes to the AGM that a dividend of EUR 0,60 per share (i.e. for 788,619,987 shares up to EUR 473,171,992.20 in total) be distributed on the basis of the balance sheet to be adopted for the year 2022.
The dividend would be paid to shareholders who on the record date of the dividend payment, Monday 20 March 2023, 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 27 March 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2022 – 31 December 2022
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 14 February 2023.
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 30 January 2023 that the annual remuneration for the Chair, Vice Chair and members of the Board of Directors be increased by approximately 2.5–3% and be paid as follows:
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 Audit Committee, the People and Culture Committee and the Sustainability and Ethics Committee be increased by approximately 2.7–3.2% and be paid as follows:
Financial and Audit Committee
Chair EUR 22,600 (2022: 22,000)
Members EUR 15,900 (2022: 15,400)
People and Culture Committee
Chair EUR 11,300 (2022: 11,000)
Members EUR 6,800 (2022: 6,600)
Sustainability and Ethics Committee
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 30 January 2023 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 announced on 30 January 2023 that of the current members of the Board of Directors, Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Kari Jordan, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Sohlström be re-elected members of the Board of Directors until the end of the following AGM and that Astrid Hermann be elected new member of the Board of Directors for the same term of office.
Hock Goh has announced that he is not available for re-election to the Board of Directors.
The Shareholders’ Nomination Board proposes that Kari Jordan be elected Chair and Håkan Buskhe be elected Vice Chair of the Board of Directors.
Astrid Hermann, born in 1973, US and German citizen, Bachelor’s degree in Business and MBA, is a senior Finance leader with extensive international experience in the fast-moving consumer goods industry. She is currently the Group Chief Financial Officer of Beiersdorf AG, a German multinational company in the skin and personal care products business. Prior to her current position, Hermann spent her career in finance roles of increasing seniority, the last one being VP of Finance, North America at Colgate-Palmolive (2004–2020) and at The Clorox Company (1997–2004). She is independent of the Company and its shareholders. Currently, Hermann 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.
(CONTINUA)