Annual General Meeting

A shareholders meeting is Stora Enso's highest decision-making body. The Annual General Meeting (AGM) is held annually in order to present detailed information about the company's performance and to deal with matters such as adopting the previous year’s income statement and balance sheet, setting of dividend and its payment, and appointing members of the Board of Directors and the Auditor.

Annual General Meeting 2020

Thursday 4 June 2020
Company‘s Head Office at Kanavaranta 1, Helsinki, Finland

Shareholders of the Company and their proxy representatives may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance.

The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on 24 April 2020. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.

Important dates

29 April 2020 Notice to the AGM published
6 May 2020 Registration period and advance voting period commence
19 May 2020 Last day for shareholders to send questions to the AMG
25 May 2020 AGM record date
28 May 2020 Deadline for the notice of participation and votes

AGM Material

Please find the following material from the document library below:

  • Agenda and Notice to the Annual General Meeting
  • Proposals made by the Nomination Board and the Board of Directors
  • Proxy forms you may use for sending voting instructions to Euroclear Finland Oy or the Company’s nominated proxy representative

Right of attendance

Each shareholder, who is registered on the record date of the AGM, Monday 25 May 2020, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the AGM. 

Shareholders may only participate by voting in advance as set forth below and by the shareholders’ right to send counterproposals or questions in advance to the Company. By this way Stora Enso aims at conducting a meeting as safely as possible during the Covid-19 pandemic with regards to its shareholders, employees and other stakeholders. Please note that earlier registration for the 19 March 2020 meeting does not constitute registration for the 4 June 2020 AGM.

Notice of participation and voting in advance

The registration period and advance voting period commence on 6 May 2020 and end on Wednesday 28 May 2020 at 4 p.m. Finnish time, which all votes and notices must be received by the Company or Euroclear Finland Oy.

If you wish to use the Company’s nominated proxy representative, voting instructions must be received no later than on 27 May 2020.

When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder must be notified. The personal data given to Euroclear Finland Oy or the proxy representative nominated by the Company will be used only in connection with the AGM and with the processing of related registrations.

Shareholders with a Finnish book-entry account can register and vote in advance in the following ways as of 6 May 2020:

1. Electronic voting in advance 

Advance voting ended on Wednesday 28 May 2020 at 4 p.m. Finnish time.


2. By regular mail or e-mail

A shareholder may print out an advance voting form available on the document library below  and send it to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu.

A representative of the shareholder must in connection with delivering the voting form produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM.
If a shareholder participates in the AGM by delivering votes in advance to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the AGM.

3. By delivering voting instructions to the independent proxy representative

A shareholder may use the the Company’s proxy authorisation service and authorise the independent proxy representative nominated by the Company, Mårten Knuts, Attorney-at-Law, or a person designated by him to vote in advance on your behalf for the meeting.

A template for the proxy document and voting instructions is available in the document library below. You may deliver this or the corresponding information no later than on 27 May 2020 to:

by mail at: Mårten Knuts, Attorney-at-law, Krogerus Attorneys Ltd, Unioninkatu 22, FI-00130 Helsinki, Finland
or by e-mail at:
agmstoraenso@krogerus.com

Proxy representatives and powers of attorney

Shareholders of the Company may participate in the AGM through a proxy representative. A proxy representative of a shareholder must also vote in advance in the manner described in the AGM notice.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the AGM. If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM.

Delivery of a proxy document and votes in advance to Euroclear Finland Oy before the expiration of the period for the notice of participation constitutes due registration for the AGM.

Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the AGM by virtue of such shares, based on which he/she on the record date of the AGM, Monday 25 May 2020, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the AGM requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy no later than on Monday 1 June 2020 by 10 a.m. Finnish time. As regards nominee-registered shares this constitutes due registration for the AGM.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. The account management organisation of the custodian bank will temporarily register a holder of nominee-registered shares, who wants to participate in the AGM, into the shareholders’ register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must see to the voting in advance on behalf of a nominee-registered shareholder.

Temporary registrations in the shareholder register

Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB´s Securities System who wishes to attend and vote at the AGM must:

(i) 
Be registered in the shareholders’ register maintained by Euroclear Sweden AB no later than on Monday 25 May 2020.

Shareholders, whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in the shareholders’ register of Stora Enso Oyj maintained by Euroclear Finland, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above-mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by Monday 25 May 2020 and the nominee should therefore be notified well in advance before said date.

(ii) Request temporary registration in the shareholders’ register of Stora Enso Oyj maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB no later than on Tuesday 26 May 2020 at 12 noon Swedish time.

This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the AGM. Also shareholders, whose share are registered in the shareholders’ register maintained by Euroclear Sweden AB may only participate in the meeting and exercise their rights as shareholders through voting in advance. The account management organization of the custodian bank must see to the voting in advance on behalf of a shareholder within the registration period applicable to nominee-registered shares. A notice to the meeting without the delivery of votes in advance will not be considered participation in the AGM.

ADR holders

ADR holders intending to vote at the AGM shall notify the depositary bank, Citibank, N.A., of their intention and shall comply with the instructions provided by Citibank, N.A. to each ADR holder.

Questions to the Annual General Meeting

Shareholders were able to send questions to the Annual General Meeting by email to agm@storaenso.com until 19 May 2020.

Shareholders’ questions and answers by the Company’s management (updated on 15 May 2020)

What is the situation in Guangxi - is the factory built and is it operating at full capacity?

Yes, Stora Enso’s consumer board mill in Beihai, in the Guangxi region in China was inaugurated in 2016. Today the mill is operating at full capacity, which is about 500.000 tonnes of consumer boards per year.

How large areas of land does the company manage there?

Stora Enso leases 81 000 hectares of land in Guangxi province. For more information about Stora Enso’s forest holdings, see our website. More information about Stora Enso’s community work in Guangxi can be found in the Company’s Annual Report 2019 (page 24).

The company decided to reduce the dividend payment to EUR 0.15. What was the view of the largest shareholders Solidium, Kela, Varma, Ilmarinen and Keuda in this situation?

Stora Enso’s Board of Directors’ dividend proposal to the Annual General Meeting based on the results of the financial year 2019 is EUR 0.15. The AGM will decide on the payment on 4 June 2020. All shareholders of the Company may participate in the meeting and exercise their rights through voting in advance.

The resolutions of the AGM will be published after the meeting on 4 June. The minutes of the AGM will be available on Stora Enso’s website no later than on 18 June 2020.

How does the company's Board of Directors justify ethically and morally the decision to reduce the dividend payment in the situation of the Corona crisis, when the need for state funding is certainly high?

Stora Enso’s Board of Directors decided to change its dividend proposal to EUR 0.15 per share due the Covid-19 pandemic and its impact on trading conditions. In addition, the BOD proposes to the AGM that the BOD would be authorised to decide at its discretion on a dividend payment of a maximum of EUR 0.35 to be distributed in one or several instalments at a later stage when it is possible to make a more reliable estimate on the impacts of the Covid-19 pandemic on Stora Enso’s business and liquidity.

When deciding on the new dividend proposal the Board considered various aspects, amongst those the so-called minimum dividend according to Chapter 13, Section 7 of the Finnish Companies Act. The Board decided on a proposal for an immediate dividend payment corresponding to the minimum dividend while leaving room for considering all relevant aspects known at such time when making a decision on a possible additional dividend payment at a later stage assuming that the Annual General Meeting approves of the Board’s proposal.