Stora Enso's Annual General Meeting (AGM) on 31 March 2010 adopted the accounts for 2009 and granted the Company's Board of Directors and Chief Executive Officer discharge from responsibility for the period.
Resolution on the use of the profit shown on the balance sheet and the covering of losses.
The AGM approved a proposal by the Board of Directors that the parent company's loss for the accounting period last ended and the losses from previous periods evidenced in the parent company's balance sheet, in aggregate approximately EUR 1 251.3 million be covered through the decrease of the parent company's fund for invested unrestricted equity with the same amount.
Distribution of funds
The AGM also approved a proposal by the Board of Directors that EUR 0.20 per share, a maximum aggregate of EUR 158 million, be distributed to the shareholders from the parent company's fund for invested unrestricted equity (the Distribution).
The Distribution shall be paid to shareholders that on the Distribution record date, 7 April 2010, are recorded in the shareholders' register maintained by Euroclear Finland Ltd or in the separate register of shareholders maintained by Euroclear Sweden AB for Euroclear Sweden registered shares. The Distribution payable for Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish krona. The Distribution payable to ADR holders will be forwarded by Deutsche Bank Trust Company Americas and paid in US dollars.
The AGM approved a proposal by the Board of Directors that the Distribution shall be paid by the Company on 20 April 2010.
Members of the Board of Directors
The AGM approved a proposal that the Board of Directors shall have eight members and that of the current members of the Board of Directors, Gunnar Brock, Birgitta Kantola, Juha Rantanen, Hans Stråberg, Matti Vuoria and Marcus Wallenberg be re-elected members of the Board of Directors until the end of the following AGM and that Ms Carla Grasso and Mr Mikael Mäkinen be elected new members of the Board of Directors for the same term of office. Claes Dahlbäck, Dominique Hériard Dubreuil and Ilkka Niemi were not seeking re-election.
Remuneration
The AGM approved the proposed annual remuneration for the members of the Board
of Directors as follow:
Chairman EUR 135 000
Deputy Chairman EUR 85 000
Members EUR 60 000
The AGM also approved a proposal that 40% of the remuneration shall be paid in Stora Enso Series R shares purchased from the market.
Stora Enso Oyj - Decisions of annual general meeting
The AGM approved the proposed annual remuneration for the Board committees as follows:
Financial and Audit Committee
Chairman EUR 20 000
Members EUR 14 000
Remuneration Committee
Chairman EUR 10 000
Members EUR 6 000
Auditor
The AGM approved a proposal that the current auditor Authorised Public Accountants Deloitte & Touche Oy be re-elected auditor of the Company until the end of the following AGM. The AGM approved a proposal that remuneration for the auditor be paid according to invoice.
Appointment of the Nomination Committee
The AGM approved a proposal to appoint a Nomination Committee to prepare proposals concerning (a) the number of members of the Board of Directors, (b) the members of the Board of Directors, (c) the remuneration for the Chairman, Vice Chairman and members of the Board of Directors and (d) the remuneration for the Chairman and members of the committees of the Board of Directors. The Nomination Committee shall consist of four members:
the Chairman of the Board of Directors
the Vice Chairman of the Board of Directors
two members appointed by the two largest shareholders (one each) according to the register of shareholders on 30 September 2010.
The largest shareholders are determined on the basis of their shareholdings registered in the Company's shareholders' register. In addition, shareholders who under the Finnish Securities Markets Act have an obligation to disclose certain changes in ownership (shareholder subject to disclosure notification) will be taken into account provided that they notify their shareholdings to the Board of Directors in writing by 30 September 2010.
The Chairman of the Board of Directors shall convene the Nomination Committee and the Nomination Committee shall at the latest on 31 January 2011 present its proposals to the Board of Directors for the AGM to be held in 2011. A member of the Board of Directors may not be appointed as Chairman of the Nomination Committee. Annual remuneration of EUR 3 000 shall be paid to a member of the Nomination Committee who is not a member of the Board of Directors
Proposal by the Board of Directors to amend the Articles of Association The AGM approved a proposal by the Board of Directors that Section 10 of the Articles of Association of the Company be amended so that the notice to the General Meeting shall be issued not later than three weeks before the date of the General Meeting, however, at least nine days before the record date of the General Meeting.
Decisions by the Board of Directors
As its meeting held after the AGM, the Stora Enso Board of Directors elected from among its members Gunnar Brock as its Chairman and Juha Rantanen as Vice Chairman.
Birgitta Kantola will continue as chairwoman of the Financial and Audit Committee. Gunnar Brock and Juha Rantanen were elected new members of this committee.
Matti Vuoria will continue as a member of the Remuneration Committee. Gunnar Brock and Hans Stråberg were elected new members of this committee. Gunnar Brock
was appointed to chair the Remuneration Committee.
For further information, please contact:
Ulla Paajanen-Sainio, Head of Investor Relations, tel. +358 2046 21242