Proposals of the Shareholders' Nomination Board to Stora Enso Oyj's Annual General Meeting 2025
STORA ENSO OYJ STOCK EXCHANGE RELEASE 12 December 2024 at 13:00 EET
HELSINKI, Dec. 12, 2024 /PRNewswire/ -- The Shareholders' Nomination Board, established by Stora Enso's Annual General Meeting (AGM), will propose to the AGM to be held on 20 March 2025 that the Company's Board of Directors shall have nine (9) members.
The Shareholders' Nomination Board proposes that of the current members of the Board of Directors, Håkan Buskhe, Helena Hedblom, Astrid Hermann, Kari Jordan, Christiane Kuehne, Richard Nilsson and Reima Rytsölä be re-elected members of the Board of Directors until the end of the following AGM and that Elena Scaltritti and Antti Vasara be elected new members of the Board of Directors for the same term of office.
The Shareholders' Nomination Board proposes that Kari Jordan be elected Chair and Håkan Buskhe be elected Vice Chair of the Board of Directors.
Elisabeth Fleuriot has announced that she is not available for re-election to the Board of Directors.
"Elisabeth Fleuriot has during her tenure since 2013 been a valuable member of the Stora Enso Board of Directors, as well as acted as member of the Financial and Audit Committee since 2019. I would like to thank her warmly for all her valuable work for Stora Enso. Also, we are certain that the proposed new Board members, Elena Scaltritti and Antti Vasara, will bring strong competence and experience to the Board that will be very important in the next phase of Stora Enso's development as a leader within renewable materials," says Kari Jordan, Chair of the Board of Directors and the member of the Shareholders' Nomination Board.
Elena Scaltritti, born in 1972, Italian citizen with an Executive MBA degree and a Bachelor of Science degree in Organic Chemistry, has extensive experience in the chemical and technology industries from various global companies focusing on innovation and sustainable development. Currently, since 2022, she is the Chief Commercial Officer of the Danish energy transition solutions company Topsoe. Previously, she served as the Executive Vice President (2019–2022), and held several other leadership roles, in the chemical company SONGWON (2011–2022). Elena Scaltritti is independent of the Company and of its shareholders. Currently, she does not own shares in Stora Enso.
Antti Vasara, born in 1965, Finnish citizen with a Doctor of Science (Technology) in Engineering Physics has extensive experience in the technology and telecommunications industries, from research and development to business leadership and innovation. Currently, since 2015, he is the President and Chief Executive Officer of the Finnish technology research and development organisation VTT. Currently, he is also a member of the Supervisory Board of Ilmarinen (since 2024), the Board of Directors of Jane and Aatos Erkko Foundation (since 2018), the Board of Directors of Elisa (since 2017), and the Research and Innovation Council of Finland (since 2016). He has previously worked as an executive at Tieto Oyj (2012–2015) and Nokia Oyj (2003–2012), as the CEO at SmartTrust Oy (2000–2003), and as a management consultant at McKinsey & Company (1993–2000). Antti Vasara is independent of the Company and of its shareholders. Currently, he does not own shares in Stora Enso.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Stora Enso, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders' Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
The Shareholders' Nomination Board proposes to the AGM that the annual remuneration for the Chair, Vice Chair and members of the Board of Directors be increased by 3% and be paid as follows:
Board of Directors
Chair EUR 221,728 (2024: 215,270)
Vice Chair EUR 125,186 (2024: 121,540)
Members EUR 85,933 (2024: 83,430)
The Shareholders' Nomination Board also proposes that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 40% is paid in Stora Enso R shares to be purchased on the Board members' behalf from the market at a price determined in public trading, and the rest in cash. The shares will be purchased within two weeks of the publication of the interim report for the period 1 January 2025–31 March 2025 or as soon as possible in accordance with applicable legislation. The Company will pay any costs and transfer tax related to the purchase of Company shares.
The Shareholders' Nomination Board further proposes that the annual remuneration for the members of the Financial and Audit Committee, the People and Culture Committee and the Sustainability and Ethics Committee be increased by 3% and be paid as follows:
Financial and Audit Committee
Chair EUR 23,976 (2024: 23,278)
Members EUR 16,868 (2024: 16,377)
People and Culture Committee
Chair EUR 11,988 (2024: 11,639)
Members EUR 7,214 (2024: 7,004)
Sustainability and Ethics Committee
Chair EUR 11,988 (2024: 11,639)
Members EUR 7,214 (2024: 7,004)
In 2024–2025, the Shareholders' Nomination Board comprised four members: Kari Jordan (Chair of the Board), Håkan Buskhe (Vice Chair of the Board) and two other members appointed by the two largest shareholders, namely Jouko Karvinen (Solidium Oy) and Marcus Wallenberg (FAM AB). Marcus Wallenberg was elected Chair of the Shareholders' Nomination Board.
The main tasks of the Shareholders' Nomination Board were to prepare the proposals for the AGM 2025 concerning Board members and their remuneration. The Shareholders' Nomination Board convened four (4) times during its 2024–2025 working period. Each member of the Shareholders' Nomination Board attended all the meetings. Kari Jordan and Håkan Buskhe did not participate in the preparation of or decision on remuneration.
Part of the global bioeconomy, Stora Enso is a leading provider of renewable products in packaging, biomaterials and wooden construction, and one of the largest private forest owners in the world. Stora Enso has approximately 20,000 employees and our sales in 2023 were EUR 9.4 billion. Stora Enso shares are listed on Nasdaq Helsinki Oy (HEX: STEAV), (HEX: STERV) and Nasdaq Stockholm AB (STE A, STE R). In addition, the shares are traded in OTC Markets (OTCQX) in the USA as ADRs and ordinary shares (SEOAY, SEOFF, SEOJF). storaenso.com/investors
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