19.3.2004: Meldung: Stora Enso Oyj: Annual General Meeting and decisions by the Board of Directors
Stora Enso Oyj Stock Exchange Release 18 March 2004 at 17:00 GMT
Stora Enso"s Annual General Meeting (AGM) on 18 March 2004 adopted the accounts for 2003 and granted the company"s Board of Directors and Chief Executive Officer discharge from responsibility for the period.
The AGM approved a proposal by the Board of Directors that a dividend of EUR 0.45 per share be paid for the financial year 2003. The company will pay the dividend on 2 April 2004 to the shareholders entered in the shareholder registers maintained by the Finnish Central Securities Depository, VPC and Deutsche Bank Trust Company Americas on the dividend record date, 23 March 2004. Dividends for VPC-registered shares will be paid in Swedish krona and dividends for ADR holders will be paid in US dollars.
The AGM approved a proposal that Krister Ahlström, Claes Dahlbäck, Harald Einsmann, Björn Hägglund, Jukka Härmälä, Barbara Kux, Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist and Marcus Wallenberg be re-elected as members of the Board of Directors to serve until the end of the following AGM, and that Lee A. Chaden be elected as a new member of the Board of Directors to replace George W. Mead, who was resigning from office.
The AGM approved a proposal that Authorised Public Accountants PricewaterhouseCoopers Oy be elected to act as an auditor of the Company until the end of the following AGM.
The AGM approved the proposed annual remuneration for the Board of Directors as follows:
Chairman EUR 135 000
Deputy Chairman EUR 85 000
Members EUR 60 000
The AGM approved the proposed annual remuneration for the Board committees as follows:
Financial and Audit Committee
Chairman EUR 10 000
Member EUR 7 000
Chairman EUR 5 000
Member EUR 3 000
Chairman EUR 5 000
Member EUR 3 000
Remuneration for the Board of Directors and committees is paid only to non-executive members.
The AGM also approved the following proposals by the Board of Directors:
1) The share capital will be reduced by EUR 47 273 770 through the cancellation of 8 100 Series A shares and 27 800 000 Series R shares that were repurchased with the approval of the AGM on 20 March 2003, repurchasing started 27 March 2003.
2) The Board of Directors was authorised to use distributable equity of the company to repurchase not more than 9 000 000 Series A shares and not more than 32 700 000 Series R shares in the company, but not exceeding 5% of the votes or the share capital. Shares may not be repurchased other than through public trading and at the price prevailing at the time of the repurchase. Shares may be repurchased for the purpose of improving the capital structure, for use in financing corporate acquisitions and other arrangements, or to be sold or otherwise transferred or cancelled. Cancellation of shares would require a separate resolution by a Shareholders" Meeting. The Board of Directors is authorised to decide on other terms and conditions relating to repurchases. This authorisation is valid up to and including 17 March 2005.
3) The Board of Directors was authorised to dispose of not more than 9 000 000 Series A shares and not more than 32 700 000 Series R shares in the company held by the same. The Board was authorised to decide to whom and in what manner to dispose of these shares in the company. The shares can be disposed of by derogation from the pre-emptive rights of the existing shareholders, as consideration in possible corporate acquisitions or other arrangements, or sold in public trading. The Board was authorised to decide the sales price or other consideration for the shares as well as the basis for the determination of such consideration, and the shares can be disposed of for a consideration other than cash. The Board of Directors was authorised to decide on all other terms and conditions of the disposal. This authorisation is valid up to and including 17 March 2005.
Decisions by the Board of Directors
At its meeting held after the AGM, the Stora Enso Board of Directors elected from among its members Claes Dahlbäck as its Chairman and Krister Ahlström as Vice Chairman.
Ilkka Niemi, Paavo Pitkänen, Jan Sjöqvist (chairman) and Marcus Wallenberg will continue as members of the Financial and Audit Committee. Barbara Kux was elected a new member of this committee.
Claes Dahlbäck (chairman), Krister Ahlström and Harald Einsmann will continue as members of the Compensation Committee. Ilkka Niemi was elected a new member of this committee.
Claes Dahlbäck, Krister Ahlström (chairman) and Harald Einsmann will continue as members of the Nomination Committee. Ilkka Niemi was elected a new member of this committee.
The Board also decided to repurchase not more than 9 000 000 Series A shares and not more than 32 700 000 Series R shares in the company. The repurchases will be undertaken as authorised by the AGM. The repurchases will start at the earliest on 25 March 2004.
For further information, please contact:
Jyrki Kurkinen, Senior Vice President, Legal Affairs, tel. +358 2046 21217
Kari Vainio, Executive Vice President, Corporate Communications, tel. +44 77 9934 8197
Stora Enso is an integrated paper, packaging and forest products company producing publication and fine papers, packaging boards and wood products, areas in which the Group is a global market leader. Stora Enso sales totalled EUR 12.2 billion in 2003. The Group has some 44 000 employees in more than 40 countries in five continents and an annual production capacity of 15.7 million tonnes of paper and board and 7.4 million cubic metres of sawn wood products, including 2.8 million cubic metres of value-added products. Stora Enso"s shares are listed in Helsinki, Stockholm and New York.
Stora Enso Oyj
Business ID 1039050-8
Kanavaranta 1 00160 Helsinki, Finland P.O. Box 309 FIN-00101 Helsinki, Finland Tel.: +358 2046 131 Fax: +358 2046 21471
Stora Enso Oyj Business ID 1039050-8