Stora Enso’s Annual General Meeting (AGM) on 14 March 2019 adopted the accounts for 2018 and granted the Company’s Board of Directors and Chief Executive Officer discharge from liability for the period.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The AGM approved the proposal by the Board of Directors that the Company distributes a dividend of EUR 0.50 per share for the year 2018.
The dividend shall be paid to shareholders who on the record date of the dividend payment, Monday 18 March 2019, are recorded 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. 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.
The AGM approved the proposal by the Board of Directors that the dividend be paid on or about Monday 25 March 2019.
Members of the Board of Directors
The AGM approved the proposal that of the current members of the Board of Directors – Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Christiane Kuehne, Antti Mäkinen, Richard Nilsson, Göran Sandberg and Hans Stråberg – be re-elected members of the Board of Directors until the end of the following AGM and that Mikko Helander be elected new member of the Board of Directors for the same term of office. The AGM elected Jorma Eloranta as Chairman of the Board of Directors and Hans Stråberg as Vice Chairman.
Remuneration
The AGM approved the proposed annual remuneration for the Board of Directors as follows:
Chairman EUR 192 000 (2018: 175 000)
Vice Chairman EUR 109 000 (2018: 103 000)
Members EUR 74 000 (2018: 72 000)
The AGM also approved the proposal 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 from the publication of the interim report for the period 1 January 2019–31 March 2019 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 approved the proposed annual remuneration for the Board committees as follows:
Financial and Audit Committee
Chairman EUR 20 600 (2018: EUR 20 600)
Members EUR 14 400 (2018: EUR 14 400)
Remuneration Committee
Chairman EUR 10 300 (2018: EUR 10 300)
Members EUR 6 200 (2018: EUR 6 200)
Sustainability and Ethics Committee
Chairman EUR 10 300 (2018: EUR 10 300)
Members EUR 6 200 (2018: EUR 6 200)
Auditor
The AGM approved the proposal that PricewaterhouseCoopers Oy be elected as auditor until the end of the following AGM. PricewaterhouseCoopers Oy has notified the company that Samuli Perälä, APA, will act as the responsible auditor. It was resolved that the remuneration for the auditor shall be paid according to invoice approved by the Financial and Audit Committee.
Board authorisation to decide on repurchase and issuance of shares
The AGM approved the proposal that the Board of Directors be authorised to decide on the repurchase of Stora Enso R shares as follows:
The amount of R shares to be repurchased shall not exceed 2 000 000 shares, which corresponds to approximately 0.25% of all shares and 0.33% of all R shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own 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 shares may be repurchased primarily in order to use the shares as part of the Company's incentive and remuneration scheme. The repurchased shares may be held for reissue, canceled or transferred further.
The AGM also approved the proposal that the board of Directors be authorised to decide on the issuance of Stora Enso R shares on the following terms:
The amount of 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 shares as well as the transfer of own shares held by the Company. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights for the purpose of using the shares as part of the Company's incentive and remuneration scheme.
Decisions by the Board of Directors
Richard Nilsson (chairman), Jorma Eloranta, and Elisabeth Fleuriot were elected members of the Financial and Audit Committee.
Jorma Eloranta (chairman), Antti Mäkinen, and Hans Stråberg were elected members of the Remuneration Committee.
Christiane Kuehne (chairman), Hock Goh, and Göran Sandberg were elected members of the Sustainability and Ethics Committee.
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