Financial Notes >

Financial Notes
Consolidated Financial Statements

Note 16 - Shareholders' Equity

Change in Share Capital
Treasury Shares
Quarterly Share Repurchases
Quarterly Values per Share (EUR)

Under the Articles of Association, the minimum issued share capital of the Company is EUR 850 million and the maximum EUR 3 400 million, within the limits of which it may be increased or reduced without amendment to the Articles; the minimum number of shares that may be issued is 500 million and the maximum number 2 000 million. Series A shares entitle the holder to one vote per share whereas Series R shares entitle the holder to one vote per ten shares with a minimum of one vote, though the nominal value of both shares is the same. The maximum number of Series A shares is 500 million and Series R shares, 1 600 million, the aggregate not exceeding 2 000 million. Series A shares may be converted into Series R shares at the request of a shareholder on dates decided annually by the Board of Directors. At 31 December 2001 the Company's fully paid-up share capital as entered in the Finnish Trade Register was EUR 1 541.5 (EUR 1 576.3) million.

As from 1997, the Finnish Companies Act determined that the individual nominal value of shares would no longer be a fixed sum, but would instead represent the total value of the issued share capital divided by the number of shares in issue; this concept is known as the "counter value", but for all practical purposes this remains the same as nominal value, being the term used herein. The current nominal value of each issued share is EUR 1.70, unchanged from the previous year.

The Board of Directors will propose to the forthcoming Annual General Meeting to continue to reduce the registered share capital of the Company by cancelling repurchased own shares. The issued share capital will be reduced by not more than 5%, being EUR 77.0 million, through the cancellation of a maximum of 9 679 000 Series A shares and a maximum of 35 586 000 Series R shares, all of which will have been repurchased by the Company under the authorisation granted by the Annual General Meeting 2001on the basis of the established scheme for the repurchase of own shares.

At 31 December 2001 Stora Enso Oyj held shares with an acquisition cost of EUR 125.5 (EUR 173.7) million, comprising
799 400 Series A shares along with 9 953 761 Series R shares, and representing 1.2% of the share capital and 0.7% of voting rights; a subsidiary of the Company, Merivienti Oy, also held 5 601 Series R shares with a nominal value of EUR 9 521.

At the end of 2001 Directors and Management Group members owned 23 175 Series A shares and 2 781 669 Series R shares, representing less than 0.1% of the total voting rights of the Company. A full description of Company Option Programmes, along with full details of Director and Executive interests, is shown at Note 23; at 31 December 2001 the impact on the issued share capital of these Programmes, comprising 2 025 000 new Series R shares subscribable against bonds with warrants, amounted to 0.2% of the share capital and 0.1% of the voting rights after the exercise of the options.
 
Change in Share Capital
  Series A Series R Total
   
Shares in Issue at 1 January 1999 243 394 655 516 185 034 759 579 689
Conversion of Series A shares to Series R shares, 6-24 Sep -34 443 467 34 443 467 -
Warrants exercised and registered 26 Oct - 30 000 30 000
At 31 December 1999 208 951 188 550 658 501 759 609 689
Warrants exercised and registered 26 Jan - 246 000 246 000
Share issue (Consolidated Papers, Inc.) 11 Sep - 167 367 577 167 367 577
Conversion of Series A shares to Series R shares 16-27 Oct -14 454 732 14 454 732 -
At 31 December 2000 194 496 456 732 726 810 927 223 266
Warrants exercised and registered 5 Jan - 312 000 312 000
Warrants exercised and registered 16 Mar - 964 201 964 201
Cancellation of repurchased shares 9 Apr -910 600 -22 260 100 -23 170 700
Warrants exercised and registered 29 May - 228 000 228 000
Warrants exercised and registered 20 Jul - 773 522 773 522
Conversion of Series A shares to Series R shares 17-28 Sep -9 312 271 9 312 271 -
Warrants exercised and registered 17 Oct - 238 287 238 287
Warrants exercised and registered 29 Nov - 184 723 184 723
At 31 December 2001 184 273 585 722 479 714 906 753 299
Warrants exercised and registered 10 Jan - 1 158 000 1 158 000
Shares in Issue at 10 January 2002 184 273 585 723 637 714 907 911 299
       
Number of votes as at 31 December 2001 184 273 585 72 363 771 256 637 356
       
Share Capital at 31 December 2001, EUR million 313.2 1 230.2 1 541.5
       
Share Capital at 31 December 2000, EUR millions 330.6 1 245.6 1 576.3

Nominal Value for all Shares is EUR 1.70
In December 2001, 1 158 000 shares were issued under 1997 bonds with warrants, but these were not registered in the Finnish Trade Register until 10 January 2002; this increased the total number of shares to the amounts shown above.

 
Treasury Shares
  Series A Series R Total
Shares held at 1 January 2001 318 000 16 301 300 16 619 300
Total shares repurchased in the year 1 392 000 15 932 800 17 324 800
Shares cancelled on 9 April -910 600 -22 260 100 -23 170 700
Shares allocated to Option Programmes - -20 239 -20 239
Total Shares held at 31 December 2001 799 400 9 953 761 10 753 161


The Annual General Meeting on 20 March 2001 decided to reduce the Company's share capital by EUR 39.4 million by cancelling 910 600 A shares and 22 260 100 R shares; these shares were repurchased between September 2000 and March 2001 under authorisation granted by the previous Annual General Meeting.

 
Quarterly Share Repurchases
  Number of Shares Cost in EUR million
  Series A Series R Total Series A Series R Total
January - March 610 700 6 608 300 7 219 000 7.0 74.5 81.6
April - June 458 500 1 765 900 2 224 400 5.5 19.8 25.3
July - September 273 600 5 813 800 6 087 400 3.3 67.3 70.6
October - December 49 200 1 744 800 1 794 000 0.7 21.9 22.5
Total 1 392 000 15 932 800 17 324 800 16.5 183.5 200.0
Shares allocated to Option Programmes       - 0.2 0.2
        16.5 183.3 199.8
Quarterly Values per Share
  Series A Series R
EUR Lowest Average Highest Lowest Average Highest
January - March 10.32 11.57 12.37 10.35 11.28 12.48
April - June 10.51 12.00 12.47 10.59 11.20 12.50
July - September 10.53 12.06 12.79 10.63 11.57 12.80
October - December 11.55 13.35 14.01 11.76 12.54 14.02
Summary for 2001 10.32 11.87 14.01 10.35 11.52 14.02