Resolutions by Stora Enso Oyj's Annual General Meeting and the organising meeting of the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 20 March 2025 at 18:35 EET
HELSINKI, March 20, 2025 /PRNewswire/ -- Stora Enso Oyj's Annual General Meeting (AGM) was held on 20 March 2025 at Marina Congress Center in Helsinki, Finland. The AGM adopted the accounts for 2024, adopted the Remuneration Report 2024 and the updated Remuneration Policy through an advisory resolution, and granted the Company's Board of Directors and Chief Executive Officer discharge from liability for the financial period 1 January 2024–31 December 2024.
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The AGM resolved, in accordance with the proposal by the Board of Directors, that the Company shall distribute a dividend of EUR 0.25 per share for the year 2024 in two instalments as follows:
The first dividend instalment, EUR 0.13 per share, shall be paid to shareholders who on the record date of the first dividend payment, 24 March 2025, are registered in the shareholders' register maintained by Euroclear Finland Oy or in the separate register of shareholders maintained by Euroclear Sweden AB for Euroclear Sweden registered shares. The first dividend instalment shall be paid on or about 2 April 2025.
The second dividend instalment, EUR 0.12 per share, shall be paid to shareholders who on the record date of the second dividend payment, 25 September 2025, are registered in the shareholders' register maintained by Euroclear Finland Oy or in the separate register of shareholders maintained by Euroclear Sweden AB for Euroclear Sweden registered shares. The second dividend instalment shall be paid on or about 2 October 2025.
If the payment of the dividend is prevented due to applicable law, regulation or unexpected circumstances, the Board of Directors will resolve, as soon as practically possible, on a new record date and payment date.
Dividends payable for Euroclear Sweden registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish crown. Dividends payable to ADR holders will be forwarded by Citibank N.A. and paid in US dollars.
Composition of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the Board of Directors shall have nine (9) members.
The AGM further resolved, in accordance with the proposal by the Shareholders' Nomination Board, to re-elect the current members of the board of Directors – Håkan Buskhe, Helena Hedblom, Astrid Hermann, Kari Jordan, Christiane Kuehne, Richard Nilsson and Reima Rytsölä – as members of the Board of Directors until the end of the following AGM and to elect Elena Scaltritti and Antti Vasara as new members of the Board of Directors for the same term of office.
In accordance with the proposal by the Shareholders' Nomination Board, the AGM resolved to elect Kari Jordan as Chair of the Board of Directors and Håkan Buskhe as Vice Chair of the Board of Directors.
Remuneration of the members of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the annual remuneration for the Board of Directors be paid as follows:
Chair EUR 221,728 (2024: 215,270)
Vice Chair EUR 125,186 (2024: 121,540)
Members EUR 85,933 (2024: 83,430)
The AGM also resolved, in accordance with the proposal by the Shareholders' Nomination Board that the annual remuneration for the members of the Board of Directors be paid in Company shares and cash so that 40% will be 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 AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board that the annual remuneration for the Board committees 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)
Election and remuneration of the auditor and sustainability reporting assurer
The AGM resolved, in accordance with the proposal by the Board of Directors, to elect PricewaterhouseCoopers Oy as auditor until the end of the Company's next AGM. PricewaterhouseCoopers Oy has notified the Company that Panu Vänskä, APA, will act as the principally responsible auditor.
The AGM also resolved, in accordance with the proposal by the Board of Directors, to elect PricewaterhouseCoopers Oy as sustainability reporting assurer until the end of the following AGM. PricewaterhouseCoopers Oy has notified the Company that Panu Vänskä, APA, authorised sustainability auditor (ASA), will act as the principally responsible sustainability reporting assurer.
The AGM also resolved, in accordance with the proposal by the Board of Directors, that the remuneration for the auditor and for the sustainability reporting assurer shall be paid according to invoices approved by the Financial and Audit Committee.
Board authorisation to decide on repurchase and issuance of shares
In accordance with the proposal by the Board of Directors, the AGM resolved to authorise the Board of Directors to decide on the repurchase of Stora Enso R shares as follows:
The amount of R shares to be repurchased based on this authorisation shall not exceed 2,000,000 R shares, which corresponds to approximately 0.25% of all shares and 0.33% of all R shares in the Company. Own R shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own R shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
Own R shares may be repurchased primarily in order to use the shares as part of the Company's incentive and remuneration scheme. The repurchased R shares may be held for reissue, cancelled, or transferred further. The Board of Directors decides on all other matters related to the repurchase of own R shares.
In accordance with the proposal by the Board of Directors, the AGM also resolved to authorise the Board of Directors to decide on the issuance of Stora Enso R shares as follows:
The amount of R shares to be issued based on this authorisation shall not exceed a total of 2,000,000 R shares, corresponding to approximately 0.25% of all shares and 0.33% of all R shares. The authorisation covers both the issuance of new R shares as well as the transfer of own R shares held by the Company.
The issuance of R shares may be carried out in deviation from the shareholders' pre-emptive rights for the purpose of using the R shares as part of the Company's incentive and remuneration scheme. The Board of Directors shall decide on other terms and conditions of a share issue.
Both authorisations are effective until the beginning of the next AGM, however, no longer than until 31 July 2026 and they revoke the authorisations given by the AGM on 20 March 2024.
Amendment of the Articles of Association
The AGM resolved, in accordance with the proposal by the Board of Directors, to amend the Company's Articles of Association as set out below:
4 §: The reference to Corporate Governance Policy will be deleted from the article 4 as obsolete as the Company is required to publish Corporate Governance Statement pursuant to applicable law.
5 and 6 §: The reference to the Deputy CEO will be deleted as unnecessary since the Company no longer has a Deputy CEO.
Title of section IV and 8 §: Stora Enso is required to appoint a sustainability reporting assurer following the implementation of the Corporate Sustainability Reporting Directive. This obligation and the term of office of the sustainability reporting assurer will be included into the article 8, and the title of section IV of the Articles of Association will be amended accordingly. The terminology concerning the auditor will be changed to reflect currently valid legislation.
11 §: The meeting place in case a General Meeting is held virtually will be clarified pursuant to the current article 9 of the Articles of Association.
13 §: The article 13 will be amended so that the Annual General Meeting shall also decide, in addition to the items currently listed, on the adoption of the remuneration policy, when necessary, and on the adoption of the remuneration report, and that the numbering of the current sub-items 7–11 of article 13 be changed accordingly. The article 13 is amended by adding a reference to the remuneration of the sustainability reporting assurer and by adding a requirement to elect a sustainability reporting assurer.
Resolutions by the organising meeting of the Board of Directors
Richard Nilsson (Chair), Astrid Hermann and Antti Vasara were elected members of the Financial and Audit Committee.
Kari Jordan (Chair), Håkan Buskhe and Reima Rytsölä were elected members of the People and Culture Committee.
Christiane Kuehne (Chair), Helena Hedblom, Richard Nilsson and Elena Scaltritti were elected members of the Sustainability and Ethics Committee.
The Board of Directors assessed the independence of its members and concluded that the members are independent of the Company and its major shareholders, with the exception of Håkan Buskhe, Richard Nilsson and Reima Rytsölä. Håkan Buskhe is independent of the company but not of its significant shareholders due to his position as the CEO of FAM AB. Richard Nilsson is independent of the company but not of its significant shareholders due to his employment at FAM AB. Reima Rytsölä is independent of the Company but not independent of its major shareholders due to his position as CEO of Solidium Oy.
The forest is at the heart of Stora Enso, and we believe that everything made from fossil-based materials today can be made from a tree tomorrow. We are the leading provider of renewable products in packaging, biomaterials, and wooden construction, and one of the largest private forest owners in the world. In 2024, Stora Enso had approximately 19,000 employees, and the Group sales were EUR 9 billion. Stora Enso's shares are listed on Nasdaq Helsinki Oy (STEAV, STERV) and Nasdaq Stockholm AB (STE A, STE R). In addition, the shares are traded in the USA OTC Markets (OTCQX) as ADRs and ordinary shares (SEOAY, SEOFF, SEOJF). storaenso.com
STORA ENSO OYJ
CONTACT:
For further information, please contact:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
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