Stora Enso’s Board has in its meeting today decided to propose the following to the Annual General Meeting to be held in Helsinki on 20 March 2001.
Matters pursuant to Article 14 of the Articles of Association.
A proposal by the Board of Directors to reduce the registered share capital of the company through the cancellation of shares in the company held by the same.
The share capital will be reduced by not more than 64,577,900 euro through the cancellation of not more than 10,446,000 Series A shares held by the company and not more than 27,541,000 Series R shares held by the company. The shares proposed to be cancelled have been repurchased by the company on the basis of its established scheme for the repurchase of its own shares.
A proposal by the Board of Directors to authorize the Board of Directors to repurchase shares in the company as follows:
According to the proposal the Board of Directors would be authorized to use the distributable equity of the company to repurchase shares in the company provided that the number of Series A shares and Series R shares to be repurchased shall be proportionate to the total number of issued and existing Series A and Series R shares and provided further that the number of repurchased Series A shares shall not be more than five (5) per cent of the total number of Series A shares in the company at the time of the AGM and the total number of repurchased Series R shares not more than five (5) per cent of the total number of Series R shares in the company at the time of the AGM. Finally, shares in the company will not be repurchased by the same if the repurchase would lead to the total book-value equivalent of the shares in the company held by the same or its subsidiaries, or of the voting power of such shares after the repurchase, exceeding five (5) per cent of the share capital of the company or the total voting power of all shares issued by the company and existing at the time. On the basis of the registered share capital of the company and the number of shares issued by the same on 7 February 2001, the authorization would entitle the company to repurchase approximately 9,700,000 Series A and approximately 36,600,000 Series R shares. The exact maximum number of the shares of each series that can be repurchased on the basis of the authorization will be determined by the AGM.
Shares cannot be repurchased by the company other than in public trading and at the price prevailing at the time of the repurchase in such public trading.
Shares can be repurchased for the purpose of developing the capital structure of the company, to be used in the financing of corporate acquisitions and other arrangements or for the purpose of being sold or otherwise transferred or cancelled. The cancellation of shares requires a separate resolution by a Shareholders’ Meeting to reduce the share capital of the company.
The Board of Directors shall be authorized to decide on other terms and conditions relating to the repurchase of its own shares. The authorization shall be valid up to and including 19 March 2002.
A proposal by the Board of Directors to authorize the Board of Directors to dispose of shares in the company held by the same as follows:
According to the proposal the Board of Directors would be authorized to dispose of Series A and Series R shares in the company held by the same up to a maximum number of shares corresponding to the maximum numbers set forth under 3 above with respect to the authorization to repurchase the company’s own shares.
It is proposed that the Board of Directors shall be authorized to decide to whom and in which manner the shares in the company shall be disposed of. 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 and can also be sold in public trading.
The Board of Directors shall be authorized to decide on the sales price or other consideration for the shares as well as on the basis for the determination of such consideration and the shares can be disposed of for other consideration than cash.
The Board of Directors shall be authorized to decide on all other terms and conditions of the disposal. The authorization shall be valid up to and including 19 March 2002.
A proposal by the Board of Directors concerning the sale of the shares in the company’s joint book-entry securities account.
The Board of Directors proposes that the AGM resolves to exercise its right to sell the shares existing in its joint book-entry securities account in accordance with the provisions of the Finnish Companies’ Act, Chapter 3a Section 3a.
Board Composition and Auditors
Shareholders representing more than 50 per cent of the votes in the company have confirmed that they will propose to the AGM that of the present members of the Board of Directors Josef Ackermann, Krister Ahlström, Claes Dahlbäck, Harald Einsmann, Björn Hägglund, Jukka Härmälä, George W. Mead, Paavo Pitkänen, Jan Sjöqvist and Marcus Wallenberg be re-elected to continue in their office until the end of the following AGM and, replacing Raimo Luoma who is to resign from office, Ilkka Niemi, B.Sc. (Econ.), be eleceted as a new member of the Board of Directors. The above shareholders further confirm that they will propose that the present auditors of the company, SVH Pricewaterhouse Coopers Oy and KPMG Wideri Oy Ab be re-elected to continue in their office until the end of the following AGM.
The Board of Directors has decided to propose to the AGM the distribution by the company of a dividend for the year 2000 in an amount of 0.45 euro per share. The Board of Directors has determined that the dividend record date relative to the payment of dividends for the year 2000 is 23 March 2001. The Board of Directors proposes to the AGM that the dividend payment is effected by the company on 4 April 2001.
Jyrki Kurkinen, General Legal Counsel, tel: +358 2046 21210
Johan Feldreich, Deputy Legal Counsel, tel: +46 23 78 00 00