HELSINKI, Jan. 29, 2021 /PRNewswire/ --
Proposals by the Board of Directors to the Annual General
Meeting 2021
The Board of Directors of Stora Enso Oyj (the "Company") has
decided that the Annual General Meeting (the "AGM") will be held on
Friday 19 March 2021 at
4 p.m. Finnish time with exceptional
meeting procedures based on the temporary legislative act to limit
the spread of the Covid-19 pandemic (677/2020).
The AGM will be held without the presence of shareholders or
their representatives in order to hold the meeting in a predictable
manner, taking into account the health and safety of the Company`s
shareholders, personnel and other stakeholders. This means that the
shareholders of the Company and their proxy representatives may
participate in the AGM and exercise their rights as shareholders
only through voting in advance as well as by making
counterproposals and presenting questions in advance.
Shareholders will, in addition, be invited to attend an online
virtual shareholder event starting at 5
p.m. Finnish time after the AGM, where the shareholders will
be able to follow the presentations by the Chair of the Board of
Directors as well as the President and CEO, followed by an online
Q&A session with possibility for shareholders to raise
questions.
The Company will publish the notice to the AGM on or about
Thursday 11 February 2021 with more
detailed information on the participation and voting at the AGM.
Counterproposals to the proposals for resolutions on the agenda of
the AGM must be presented by Tuesday 16
February 2021, and questions pursuant to Chapter 5, Section
25 of the Finnish Companies Act to the Company's management by
Friday 5 March 2021 by e-mail to
agm@storaenso.com as will be further set out in the notice to the
AGM and on the Company's website storaenso.com/agm. Shareholders
will be able to register for and send in their votes for the AGM as
of Wednesday 17 February 2021 when
the deadline for delivering counterproposals to be put to a vote
has expired.
In addition to the proposals of the Board of Directors presented
below, the proposals by the Stora Enso Shareholders' Nomination
Board to the AGM 2021 regarding the number and election of Board
members, the election of the Chair and Vice Chair of the Board as
well as Board member remuneration have been disclosed by a separate
stock exchange release on 9 December
2020.
Adoption of the annual accounts
The Board of Directors proposes that the AGM adopts the annual
accounts. The auditor of the Company has supported the adoption of
the annual accounts.
Use of the profit shown on the balance sheet and the payment
of dividend
The Board of Directors proposes to the AGM that a dividend of
EUR 0.30 per share be distributed on
the basis of the balance sheet to be adopted for the year 2020.
The dividend would be paid to shareholders who on the record
date of the dividend payment, Tuesday 23
March 2021, 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 Tuesday 30 March
2021.
Presentation and adoption of the Remuneration
Report
The Board of Directors shall present to the AGM the Stora Enso
Remuneration Report 2020, which describes the implementation of the
Company's Remuneration Policy and provides information on the
remuneration of the Company's governing bodies during the financial
year 2020. The Remuneration Report will be published by the Company
through a stock exchange on or about Thursday 11 February 2021, and will be available on the
Company`s website storaenso.com/agm as of the same date. The
resolution by the AGM on adoption of the Remuneration Report is
advisory.
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.
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.
The recommendation of the Financial and Audit Committee
concerning the auditor election is available on the Company's
website storaenso.com/agm.
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 shall not exceed
2 000 000 shares, which corresponds to approximately 0.25% of
all shares and 0.33% of all R shares in the Company. Own shares can
be repurchased otherwise than in proportion to the shareholdings of
the shareholders (directed repurchase). Own 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 shares may be repurchased primarily in order to use the
shares as part of the Company's incentive and remuneration scheme.
The repurchased shares may be held for reissue, canceled or
transferred further.
The Board of Directors decides on all other matters related to
the repurchase of own shares. The authorisation is effective until
the beginning of the next AGM, however, no longer than until
31 July 2022 and it revokes the
authorisation given by the AGM on 4 June
2020.
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. The authorisation covers both the issuance of new shares
as well as the transfer of own shares held by the Company.
The issuance of shares may be carried out in deviation from the
shareholders' pre-emptive rights for the purpose of using the
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 2022 and it revokes the
authorisation given by the AGM on 4 June
2020.
For further information, please contact:
Ulrika Lilja
EVP Communications and Marketing
tel. +46 72 221 9228
Investor enquiries:
Ulla PaajanenSVP, Investor Relationstel. +358 40 763 8767
Part of the bioeconomy, Stora Enso is a leading global provider
of renewable solutions in packaging, biomaterials, wooden
constructions and paper. We believe that everything that is made
from fossil-based materials today can be made from a tree tomorrow.
Stora Enso has some 25 000 employees in over 30 countries. Our
sales in 2019 were EUR 10.1 billion.
Stora Enso shares are listed on Nasdaq Helsinki (STEAV, STERV) and
Nasdaq Stockholm (STE A, STE R). In addition, the shares are traded
in the USA as ADRs (SEOAY).
storaenso.com
STORA ENSO OYJ
For further information, please contact:
Ulrika Lilja
EVP Communications and Marketing
tel. +46 72 221 9228
Investor enquiries:
Ulla PaajanenSVP, Investor Relationstel. +358 40 763 8767
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