Stora Enso's Board proposals to the Annual General Meeting 

 

Stora Enso Oyj Stock Exchange Release 13 February 2008 at 06.59 GMT

 

The Board of Directors has decided to propose to the AGM that the Company distributes a dividend of EUR 0.45 per share for the year 2007.

 

The dividend shall be paid to shareholders that on the dividend record date are registered in the

register of shareholders maintained by the Finnish Central Securities Depository or in the separate

register of shareholders maintained by VPC for VPC-registered shares. Dividends payable for VPC

registered shares will be forwarded by VPC and paid in Swedish krona. Dividends payable to ADR

holders will be forwarded by Deutsche Bank Trust Company Americas and paid in US dollars.

 

The Board of Directors has determined that the dividend record date shall be 31 March 2008. The Board of Directors proposes to the AGM that the dividend payment be issued by the Company on 10 April 2008.

 

 

The Nomination Committee proposes to the AGM that the Board of Directors shall have nine (9) members.

Number of Auditors

The Board of Directors proposes to the AGM that the number of auditors be one (1).

 

 

 

 

 

 

 

The Nomination Committee proposes to the AGM that the annual remuneration for the members of

the Board of Directors be as follows:

 

Chairman                      EUR 135 000

Deputy Chairman          EUR   85 000

Members                      EUR   60 000

 

The Nomination Committee also proposes that 40 % of the remuneration shall be paid in Stora Enso

Series R-shares purchased from the market.

 

In addition, annual remuneration shall be paid to members of the Board Committees as follows:

Chairman                      EUR 20 000

Member                        EUR 14 000

 

Chairman                      EUR 10 000

Member                       EUR   6 000

 

Remuneration shall be paid only to non-executive Board members.

 

The Board of Directors proposes to the AGM that remuneration for the auditors be paid according

to invoice until the end of the following AGM.

 

The Nomination Committee proposes to the AGM that the present Board members Gunnar Brock,

Claes Dahlbäck, Dominique Hériard Dubreuil, Birgitta Kantola, Ilkka Niemi, Jan Sjöqvist, Matti

Vuoria and Marcus Wallenberg be re-elected to continue in their office and that Juha Rantanen be

elected as a new member to serve until the end of the following AGM.

 

The Board of Directors proposes to the AGM that following the competitive tenders Authorised

Public Accountants Deloitte & Touche Oy be elected to act as auditor of the Company until the end

of the following AGM.

 

The Nomination Committee proposes that the AGM 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 1 October 2008.

 

The Chairman of the Board of Directors shall convene the Nomination Committee and before 31

January 2009 the Nomination Committee shall present its proposals for the AGM to be held in

2009. The 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.

The Board of Directors proposes to the AGM that the articles of association will be amended by

reducing the number of the Auditors to one entity which shall be Certified Public Account Firm

approved by Finnish Central Chamber of Commerce, by removing references to minimum and

maximum capital and maximum number of shares and by revising the matters to be included on the

agenda of the Annual General Meeting. Furthermore, minor changes of technical nature are

proposed to be made to the Articles of Association.

 

In connection to CEO's report, CEO Jouko Karvinen shall give a presentation on the restructurings including closures of Summa magazine mill, Anjala paper machine 1 and Kemijärvi pulp mill, plan for Norrsundet pulp mill and other personnel reorganisations.

 

The financial statements for 2007 as well as other relevant documents related to the matters to be dealt with at the AGM may be viewed on the Company's website at www.storaenso.com/investors at the latest from 12 March 2008. Copies of the documents will be sent to shareholders upon request.

 

The Annual Report may be viewed at www.storaenso.com/investors from 12 March 2008.

 

Entitled to attend and vote at the AGM are those shareholders that on the record date,
14 March 2008, are registered as shareholders in Stora Enso's shareholder register. The register is maintained by the Finnish Central Securities Depository. Nominee-registered shares must be temporarily registered in the shareholder register as described below.

 

All shareholders that intend to attend the AGM must submit a notice of attendance to the head office of the Company in one of the following manners:

by telephone                  +358 2046 21245

                        +358 2046 21224

                        +358 2046 21210

                        +358 2046 21327

by fax               +358 2046 21359

by letter                        Stora Enso Oyj, Legal Department, Box 309, FI-00101 Helsinki

through the Internet       www.storaenso.com/agm

           

Notice must be submitted on or before Tuesday 18 March 2008 at 12 a.m. Finnish time.

Temporary registration made through VPC is regarded as a notice of attendance.

 

Shareholders wishing to attend and vote at the AGM through a proxy shall submit their power of attorney to the Company when giving notice of attendance in the manner set out above.

 

 

 

Shareholders whose shares are registered in the register of shareholders maintained by VPC and who intend to attend and vote at the AGM must contact VPC and request temporary registration in Stora Enso's shareholder register. Such request shall be submitted in writing to VPC before Friday 14 March 2008 at 12 a.m. Swedish time. 

 

Temporary registration made through VPC is regarded as a notice of attendance.

ADR holders intending to vote at the AGM shall notify the depositary bank, Deutsche Bank Trust Company Americas, of their intention and shall comply with the instructions provided by Deutsche Bank Trust Company Americas to each ADR holder.

 

Holders of nominee-registered shares intending to attend and vote at the AGM shall notify their nominee of their intention and shall comply with the instructions provided by the nominee.

 

 

Juha Rantanen, born 1952, Finnish citizen, is the CEO and President of the Outokumpu Group. He has extensive experience of leading international business management and Finnish industry. He has also previous experience from board level work. Earlier he has held the position of the CEO and President of the Ahlstrom Corporation and Borealis A/S. Currently he holds following positions of trust: Vice Chairman of the Board of Moventas, member of the Trilateral Commission (Europe), member of the Nomination Committee of Confederation of Finnish Industries EK, member of the Board of Association of Finnish Steel and Metal Producers, Vice President of European Confederation of Iron and Steel Industries Eurofer, member of the Board and Chairman of the Nomination Committee of Technology Industries of Finland, Chairman of the Board of Finpro Association and member of the Supervisory Board of Varma Mutual Pension Insurance Company.

 

He has a Master of Science Degree in Economics from Helsinki School of Economics and a Master of Business Administration from International Management Institute, Geneva.

 

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pp.        Jussi Siitonen                 Jukka Marttila