Stora Enso Oyj’s ("Stora Enso" or the "Company") Annual General Meeting (the "AGM") was held on 20 March 2024 at Marina Congress Center in Helsinki, Finland. The AGM adopted the accounts for 2023, adopted the remuneration report for 2023 through an advisory resolution 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 resolved, in accordance with the proposal by the Board of Directors, that the Company shall distribute a dividend of EUR 0.10 per share for the year 2023.
The dividend shall be paid to shareholders who on the record date of the dividend payment, 22 March 2024, 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 dividend shall be paid on or about 4 April 2024.
In addition, the AGM resolved, in accordance with the proposal of the Board of Directors, that the Board of Directors is authorised to decide at its discretion on the payment of an additional dividend up to a maximum of EUR 0.20 per share. Based on the authorisation, it is also possible to resolve on distributing the additional dividend in one or several instalments. The authorisation is valid until 31 December 2024. The Company will publish possible resolutions of the Board of Directors on dividend payments and confirm the record and payment dates of the dividend payments in connection with such resolutions.
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 eight (8) 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, Elisabeth Fleuriot, Helena Hedblom, Astrid Hermann, Kari Jordan, Christiane Kuehne, and Richard Nilsson – as members of the Board of Directors until the end of the following AGM and to elect Reima Rytsölä as a new member 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 215,270 (2023: 209,000)
Vice Chair EUR 121,540 (2023: 118,000)
Members EUR 83,430 (2023: 81,000)
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% 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 2024–31 March 2024 or as soon as possible thereafter 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 23,278 (2023: 22,600)
Members EUR 16,377 (2023: 15,900)
People and Culture Committee
Chair EUR 11,639 (2023: 11,300)
Members EUR 7,004 (2023: 6,800)
Sustainability and Ethics Committee
Chair EUR 11,639 (2023: 11,300)
Members EUR 7,004 (2023: 6,800)
Election and remuneration of the auditor
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 Samuli Perälä, APA, will act as the principally responsible auditor.
PricewaterhouseCoopers Oy will also act as the sustainability reporting assurance provider of the Company until the end of the Company’s next AGM.
The AGM also resolved, in accordance with the proposal by the Board of Directors, that the remuneration for the auditor shall be paid based on an invoice approved by the Financial and Audit Committee. The auditor will also be paid remuneration for services rendered for sustainability reporting assurance services based on an invoice approved by the Financial and Audit Committee.
Board authorisations to decide on the 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 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 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 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.
The authorisations are effective until the beginning of the next AGM, however, no longer than until 31 July 2025 and they revoke the authorisations given by the AGM on 16 March 2023.
Resolutions by the organising meeting of the Board of Directors
Richard Nilsson (Chair), Elisabeth Fleuriot and Astrid Hermann 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 and Richard Nilsson 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.
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