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 any time at the request of a shareholder. At 31 December 2004 the Company’s fully paid-up share capital as entered in the Finnish Trade Register was EUR 1 423.3 (EUR 1 469.3) 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. The current nominal value of each issued share is EUR 1.70, unchanged from the previous year.
At 31 December 2004 Stora Enso Oyj held shares with an acquisition cost of EUR 180.8 (EUR 258.0) million, comprising 12 300 Series A shares along with 16 795 984 Series R shares, and representing 2.2% of the share capital and 0.9% of voting rights.
At the end of 2004 Directors and Management Group members owned 35 121 (34 175) Series A shares and 192 534 (2 862 910) 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 28; at 31 December 2004 none of these Programmes impacted on the issued share capital.
At 31 December 2004 shareholder equity amounted to EUR 8 051.1 (7 952.9) million against a market capitalisation on the Helsinki Stock Exchang of EUR 9.5 (EUR 9.3) billion; the market values of the shares were EUR 11.55 (EUR 11.00) for A shares and EUR 11.27 (EUR 10.68) for the R shares.
Change in Share Capital
Series A
Series R
Total
At 1 January 2002
184 273 585
722 479 714
906 753 299
Warrants exercised and registered 10 Jan
-
1 158 000
1 158 000
Cancellation of repurchased shares 3 Apr
-813 200
-7 319 800
-8 133 000
Conversion of Series A shares to Series R shares 16'27 Sep
-1 143 700
1 143 700
-
At 31 December 2002
182 316 685
717 461 614
899 778 299
Warrants exercised and registered 9 Jan
-
3 000
3 000
Cancellation of repurchased shares 31 Mar
-93 800
-35 500 000
-35 593 800
Conversion of Series A shares to Series R shares 16 June
-16 118
16 118
-
Conversion of Series A shares to Series R shares 15 July
-1 400
1 400
-
Conversion of Series A shares to Series R shares 15 Aug
-34 200
34 200
-
Conversion of Series A shares to Series R shares 15 Sept
-21 841
21 841
-
Conversion of Series A shares to Series R shares 15 Oct
-502 923
502 923
-
Conversion of Series A shares to Series R shares 17 Nov
-121 166
121 166
-
Conversion of Series A shares to Series R shares 12 Dec
-314 157
314 157
-
Warrants exercised and registered 12 Dec
-
75 000
-
At 31 December 2003
181 211 080
683 051 419
864 262 499
Warrants exercised and registered 8 Jan
-
27 000
27 000
Warrants exercised and registered 15 Jan
-
195 000
195 000
Conversion of Series A shares to Series R shares 15 Jan
-27 906
27 906
-
Conversion of Series A shares to Series R shares 16 Feb
-10 341
10 341
-
Warrants exercised and registered 4 Mar
-
75 000
75 000
Cancellation of repurchased shares 5 Apr
-8 100
-27 800 000
-27 808 100
Warrants exercised and registered 8 Apr
-
492 000
492 000
Conversion of Series A shares to Series R shares 15 Apr
-1 036 667
1 036 667
-
Conversion of Series A shares to Series R shares 14 May
-32 437
32 437
-
Conversion of Series A shares to Series R shares 15 June
-25 053
25 053
-
Conversion of Series A shares to Series R shares 15 July
-9 805
9 805
-
Conversion of Series A shares to Series R shares 16 Aug
-477
477
-
Conversion of Series A shares to Series R shares 15 Sept
-1 000 100
1 000 100
-
Conversion of Series A shares to Series R shares 15 Oct
-2 517
2 517
-
Conversion of Series A shares to Series R shares 15 Nov
-500
500
-
Conversion of Series A shares to Series R shares 15 Dec
-8 654
8 654
-
At 31 December 2004
179 048 523
658 194 876
837 243 399
Conversion of Series A shares to Series R shares 17 Jan
-114
114
-
Shares in Issue at 17 January 2005
179 048 409
658 194 990
837 243 399
Number of votes as at 31 December 2004
179 048 523
65 819 488
244 868 011
Share Capital at 31 December 2004, EUR million
304.4
1 118.9
1 423.3
Share Capital at 31 December 2003, EUR million
308.1
1 161.2
1 469.3
Share Capital at 31 December 2002, EUR million
309.9
1 219.7
1 529.6
Nominal value for all shares is EUR 1.70.
The shares in issue at 17 January 2005 represent the total shares eligible to vote at the forthcoming Annual General Meeting.
Treasury Shares
Number of Shares in 2004
Cost in EUR million
Series A
Series R
Total
2002
2003
2004
Shares held at 1 January
8 100
26 181 379
26 189 479
125.5
314.9
258.0
Total shares repurchased in the year
12 300
18 461 600
18 473 900
287.3
319.6
199.0
Shares cancelled
-8 100
-27 800 000
-27 808 100
-97.4
-376.0
-275.8
Shares allocated to Option Programmes
-
-48 048
-48 048
-0.5
-0.5
-0.4
Total Shares held at 31 December
12 300
16 794 931
16 807 231
314.9
258.0
180.8
The Annual General Meeting on 18 March 2004 decided to reduce the Company's share capital by EUR 47.3 million by cancelling 8 100 A shares and 27 800 000 R shares;
these shares were repurchased between March 2003 and February 2004 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
-
4 011 200
4 011 200
-
42.7
42.7
April - June
9 700
6 567 600
6 577 300
0.1
69.9
70.0
July - September
2 600
5 820 000
5 822 600
-
62.8
62.8
October - December
-
2 062 800
2 062 800
-
23.5
23.5
Total Shares Repurchased
12 300
18 461 600
18 473 900
0.1
198.9
199.0
Shares allocated to Option Programmes
-
-48 048
-48 048
-
-0.4
-0.4
Net Share Repurchases in 2004
12 300
18 413 552
18 425 852
0.1
198.5
198.6
Net Share Repurchases in 2003
16 500
33 423 848
33 440 348
0.2
318.9
319.1
Net Share Repurchases in 2002
99 200
25 623 660
25 722 860
1.2
285.6
286.8
Quarterly Values per Share
Series A
Series R
EUR
Lowest
Average
Highest
Lowest
Average
Highest
January - March
-
-
-
10.09
10.68
11.05
April - June
10.37
10.62
10.88
10.33
10.64
10.90
July - September
10.79
10.84
11.01
10.51
10.78
11.20
October - December
-
-
-
11.03
11.38
11.50
Summary for 2004
10.37
10.66
11.01
10.09
10.77
11.50
Summary for 2003
9.00
9.60
11.41
8.70
9.54
11.52
Summary for 2002
9.93
12.28
15.01
9.90
11.14
15.31
At 31 December 2004 the Group’s distributable equity amounted to EUR 3 674.6 (EUR 2 418.9) million, being Retained Earnings of
EUR 5 950.7 (EUR 5 586.7) less EUR 2 276.1 (EUR 3 167.8) million for non-distributable translation differences, treasury shares and untaxed reserves.