STORA ENSO OYJ STOCK EXCHANGE RELEASE 16
March 2023 at 18:30 EET
HELSINKI, March 16,
2023 /PRNewswire/ -- Stora Enso Oyj's Annual General
Meeting was held on 16 March 2023 at
Marina Congress Center in Helsinki,
Finland. The AGM adopted the accounts for 2022, reviewed the
Remuneration Report 2022 and granted the Company's Board of
Directors and Chief Executive Officer discharge from liability for
the period.
Resolution on the use of the profit shown on the balance
sheet and the payment of dividend
The AGM approved the proposal by the Board of Directors that the
Company shall distribute a dividend of EUR
0.60 per share for the year 2022.
The dividend shall 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 shall be paid on or about Monday 27 March 2023.
Members of the Board of Directors
The AGM approved the proposal by the Shareholders' Nomination
Board, in accordance with which 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 – were
re-elected members of the Board of Directors until the end of the
following AGM and that Astrid
Hermann was elected new member of the Board of Directors for
the same term of office.
In accordance with the proposal by the Shareholders' Nomination
Board, the AGM elected Kari Jordan
as Chair of the Board of Directors and Håkan Buskhe as Vice Chair
of the Board of Directors.
Remuneration
The AGM approved the proposal by the Shareholders' Nomination Board
on the annual remuneration for the Board of Directors as
follows:
Chair EUR 209,000 (2022: 203,000)
Vice Chair EUR 118,000 (2022: 115,000)
Members EUR 81,000 (2022: 79,000)
The AGM also approved 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 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 AGM approved the annual remuneration for the Board
committees in accordance with the proposal by the Shareholders'
Nomination Board 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)
Auditor
The AGM resolved, in accordance with the proposal by the Board of
Directors, to elect PricewaterhouseCoopers Oy as auditor until the
end of the following AGM. PricewaterhouseCoopers Oy has notified
the company that Samuli Perälä, APA, will act as the responsible
auditor. The AGM also resolved, in accordance with the proposal by
the Board of Directors, that the remuneration for the auditor shall
be paid according to invoice approved by the Financial and Audit
Committee.
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 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 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 shares may be held for reissue, cancelled or
transferred further.
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 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 authorisations are effective until the beginning of the next
AGM, however, no longer than until 31 July
2024 and they revoke the authorisations given by the AGM on
15 March 2022.
Amendment of the Articles of Association
The AGM approved the proposal by the Board of Directors 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 facilitates 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 amendments do not preclude arranging
General Meetings of Shareholders as in-person or hybrid
meetings.
Decisions by the Board of Directors
Richard Nilsson (Chair),
Elisabeth Fleuriot and Astrid Hermann were elected members of the
Financial and Audit Committee.
Kari Jordan (Chair), Håkan Buskhe
and Antti Mäkinen were elected members of the People and Culture
Committee.
Christiane Kuehne (Chair),
Helena Hedblom and Hans Sohlström
were elected members of the Sustainability and Ethics
Committee.
For further information, please contact:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
Part of the global bioeconomy, Stora Enso is a leading provider
of renewable products in packaging, biomaterials, and wooden
construction, and one of the largest private forest owners in the
world. We believe that everything that is made from fossil-based
materials today can be made from a tree tomorrow. Stora Enso has
approximately 21,000 employees and our sales in 2022 were
EUR 11.7 billion. Stora Enso shares
are listed on Nasdaq Helsinki Oy (STEAV, STERV) and Nasdaq
Stockholm AB (STE A, STE R). In addition, the shares are traded in
the USA as ADRs (SEOAY).
storaenso.com/investors
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