
7.30 AM CET / 11-Feb-2025 / Stora Enso Oyj (HEX:STEAV) (HEX:STERV) (OTC:SEOAY) (STO:STE A) (STO:STE R) STORA ENSO OYJ STOCK EXCHANGE RELEASE 11 February 2025 at 8:30 a.m. EET Notice to the Annual General Meeting of Stora Enso Oyj The Board of Directors of Stora Enso Oyj has decided to convene the Annual General Meeting to be held on Thursday 20March 2025. Notice is given to the shareholders of Stora Enso Oyj (“Stora Enso” or the “Company”) to the Annual General Meeting (the “AGM”) to be held on Thursday 20March 2025 at 4:00 p.m. Finnish time at Marina Congress Center,Katajanokanlaituri 6,FI-00160,Helsinki,Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:00 p.m. Finnish time at the meeting venue. Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C. Instructions for the participants in the AGM. The AGM will be conducted in the Finnish language. Simultaneous translation will be available in the meeting room into the English and,when relevant,Finnish languages. Before the AGM,at 2:30–3:30 p.m. Finnish time,Stora Enso’s President and CEO Hans Sohlström and CFO Niclas Rosenlew will be available in Marina Congress Center to discuss with the shareholders. The event is not part of the AGM and will be held in Finnish with simultaneous translation into English. In connection with the event,shareholders can present questions to the Company’s management,but the event will not be a forum for decision-making. Questions presented at the event are thus not questions referred to in Chapter 5,Section 25 of the Finnish Companies Act. A. Matters on the agenda of the AGM At the AGM,the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to confirm the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts,the report of the Board of Directors and the auditor’s report for the year 2024 – President and CEO’s report Stora Enso’s annual accounts,the report of the Board of Directors (including the Sustainability Statement),the auditor’s report and assurance report on the sustainability statement will be available on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting) as of 13February 2025. 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend The parent company’s distributable capital as at 31 December 2024 was EUR 1,439,829,704.03,of which the profit for the financial year was EUR 57,335,679.15. The Board of Directors proposes to the AGM that a dividend of EUR 0.25 per share (which would correspond to EUR 197,154,996.75 in aggregate for all currently registered 788,619,987 shares) be distributed on the basis of the balance sheet to be adopted for the year 2024. The Board of Directors proposes that the dividend be paid in two instalments. The first dividend instalment,EUR 0.13 per share,is proposed to be paid to shareholders who on the record date of the first dividend instalment on 24March 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 Board of Directors proposes that the first dividend instalment would be paid on or about 2April 2025. The second dividend instalment,EUR 0.12 per share,is proposed to be paid to shareholders who on the record date of the second dividend instalment on 25September 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 Board of Directors proposes that the second dividend instalment would be paid on or about 2October 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 crowns. Dividends payable to ADR holders will be forwarded by Citibank N.A. and paid in US dollars. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2024–31 December 2024 10. Adoption of the Remuneration Report The Board of Directors proposes that the AGM adopts the Remuneration Report for the financial year 2024. The resolution by the AGM on the adoption of the Remuneration Report is advisory. The Remuneration Report will be available on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting) as of 13February 2025. 11. Adoption of the Remuneration Policy The Board of Directors proposes that the AGM adopts the updated Remuneration Policy. The Remuneration Policy was previously presented to the Annual General Meeting on 15 March 2022. The updated Remuneration Policy is available on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting) and published as an attachment to this notice. The resolution by the AGM on the adoption of the updated Remuneration Policy is advisory. 12. Resolution on the remuneration for the members of the Board of Directors The Shareholders’ Nomination Board proposes to the AGM as announced on 12December 2024 that the annual remuneration for the Chair,Vice Chair and other members of the Board of Directors be increased by 3% and be paid as follows: Board of Directors Chair EUR 221,728 (2024: 215,270) Vice Chair EUR 125,186 (2024: 121,540) Members EUR 85,933 (2024: 83,430) The Shareholders’ Nomination Board also proposes 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 1January 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 Shareholders’ Nomination Board further proposes that the annual remuneration for the members of the Financial and Audit Committee,the People and Culture Committee and the Sustainability and Ethics Committee be increased by 3% and 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) 13. Resolution on the number of members of the Board of Directors The Shareholders’ Nomination Board proposes to the AGM as announced on 12December 2024 that the Board of Directors shall have nine (9) members. 14. Election of Chair,Vice Chair and other members of the Board of Directors The Shareholders’ Nomination Board proposes to the AGM as announced on 12December 2024 that of the current members of the Board of Directors,Håkan Buskhe,Helena Hedblom,Astrid Hermann,Kari Jordan,Christiane Kuehne,Richard Nilsson and Reima Rytsölä be re-elected members of the Board of Directors until the end of the following AGM and that Elena Scaltritti and Antti Vasara be elected new members of the Board of Directors for the same term of office. Elisabeth Fleuriot has announced that she is not available for re-election to the Board of Directors. The Shareholders’ Nomination Board proposes that Kari Jordan be elected Chair and Håkan Buskhe be elected Vice Chair of the Board of Directors. Elena Scaltritti,born in 1972,Italian citizen with an Executive MBA degree and a Bachelor of Science degree in Organic Chemistry,has extensive experience in the chemical and technology industries from various global companies focusing on innovation and sustainable development. Currently,since 2022,she is the Chief Commercial Officer of the Danish energy transition solutions company Topsoe. Previously,she served as the Executive Vice President (2019–2022),and held several other leadership roles,in the chemical company SONGWON (2011–2022). Elena Scaltritti is independent of the Company and of its shareholders. Currently,she does not own shares in Stora Enso. Antti Vasara,born in 1965,Finnish citizen with a Doctor of Science (Technology) in Engineering Physics has extensive experience in the technology and telecommunications industries,from research and development to business leadership and innovation. Currently,since 2015,he is the President and Chief Executive Officer of the Finnish technology research and development organisation VTT. Currently,he is also a member of the Supervisory Board of Ilmarinen (since 2024),the Board of Directors of Jane and Aatos Erkko Foundation (since 2018),the Board of Directors of Elisa (since 2017),and the Research and Innovation Council of Finland (since 2016). He has previously worked as an executive at Tieto Oyj (2012–2015) and Nokia Oyj (2003–2012),as the CEO at SmartTrust Oy (2000–2003),and as a management consultant at McKinsey & Company (1993–2000). Antti Vasara is independent of the Company and of its shareholders. Currently,he does not own shares in Stora Enso. With regard to the selection procedure for the members of the Board of Directors,the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM. This recommendation is based on the fact that at Stora Enso,in line with a good Nordic governance model,the Shareholders’ Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board,in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences,is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies. All candidates and the evaluation regarding their independence have been presented on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting). 15. Resolution on the remuneration for the auditor On the recommendation of the Financial and Audit Committee,the Board of Directors proposes to the AGM that the remuneration for the auditor be paid based on an invoice approved by the Financial and Audit Committee. 16. Election of the auditor On the recommendation of the Financial and Audit Committee,the Board of Directors proposes to the AGM that Authorised Public Accountants PricewaterhouseCoopers Oy be elected as the auditor until the end of the Company’s next AGM. PricewaterhouseCoopers Oy has notified the Company that,in the event it will be elected as the auditor,Panu Vänskä,APA,will act as the principally responsible auditor. The recommendation of the Financial and Audit Committee concerning the auditor election is available on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting). The Financial and Audit Committee confirms that its recommendation on the election of the auditor is free from influence by any third party and that no clause as set out in Article 16,Section 6 of the EU Audit Regulation (537/2014) restricting the choice by the AGM or the Company’s free choice to propose an auditor for election has been imposed on the Company. 17. Resolution on the remuneration for the sustainability reporting assurer On the recommendation of the Financial and Audit Committee,the Board of Directors proposes to the AGM that the remuneration for the sustainability reporting assurer be paid based on an invoice approved by the Financial and Audit Committee. 18. Election of the sustainability reporting assurer On the recommendation of the Financial and Audit Committee,the Board of Directors proposes to the AGM that Authorised Sustainability Audit Firm PricewaterhouseCoopers Oy be elected as the sustainability reporting assurer of the Company until the end of the Company’s next AGM. PricewaterhouseCoopers Oy has notified the Company that,in the event it will be elected as the sustainability reporting assurer,Panu Vänskä,APA,authorised sustainability auditor (ASA),will act as the principally responsible sustainability reporting assurer. 19. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares The Board of Directors proposes to the AGM 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 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 also 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. The authorisation is effective until the beginning of the next AGM,however,no longer than until 31 July 2026 and it revokes the authorisation given by the AGM on 20 March 2024. 20. Authorising the Board of Directors to decide on the issuance of shares The Board of Directors proposes that the AGM 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 in the Company. 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. The authorisation is effective until the beginning of the next AGM,however,no longer than until 31 July 2026 and it revokes the authorisation given by the AGM on 20March 2024. 21. Amendment of the Articles of Association The Board of Directors proposes that the Articles of Association of the Company be amended as set out below: 4 §: The Board proposes to delete reference to Corporate Governance Policy from the article 4 as obsolete as the Company is required to publish Corporate Governance Statement pursuant to applicable law. 5 and 6 §: The Board proposes to delete reference to the Deputy CEO 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. The Board proposes to include this obligation and the term of office of the sustainability reporting assurer into the article 8,and amend the title of section IV of the Articles of Association accordingly. The Board also proposes that the terminology concerning the auditor be changed to reflect currently valid legislation. 11 §: The Board proposes to clarify the meeting place in case a General Meeting is held virtually pursuant to the current article 9 of the Articles of Association. 13 §: The Board proposes to amend article 13 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 Board also proposes to amend article 13 by adding a reference to the remuneration of the sustainability reporting assurer and by adding a requirement to elect a sustainability reporting assurer. The current and proposed new wordings of the above-mentioned articles of the Articles of Association are available on the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting). 22. Decision making order 23. Closing of the meeting B. Documents of the AGM The proposals for decisions relating to the agenda of the AGM,this notice and the amended Remuneration Policy are available on Stora Enso’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting). Stora Enso’s annual accounts,the report of the Board of Directors (including the Sustainability Statement),the auditor’s report,the assurance statement on the sustainability reporting,and the Remuneration Report for the financial year 2024 will be available on Stora Enso’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting) as of 13February 2025. The proposals for decisions and the other above-mentioned documents will also be available at the AGM. The minutes of the AGM will be available on Stora Enso’s website at storaenso.com (https://www.storaenso.com/en/investors/governance/annual-general -meeting)/agm (https://www.storaenso.com/en/investors/governance/annual-general -meeting) as of 3April 2025 at the latest. C. Instructions for the participants in the AGM 1. Registration for the AGM a) Shareholders with shares registered with Euroclear Finland Oy in Finland Each shareholder,who is registered on 10March 2025 in the shareholders’ register of the Company maintained by Euroclear Finland Oy,has the right to participate in the AGM. A shareholder,whose shares are registered on the shareholder’s personal Finnish book-entry account,is registered in the shareholders’ register of the Company. The registration period for the AGM commences on 13February 2025 at 12:00 noon Finnish time. A shareholder,who is registered in the Company’s shareholders’ register and who wishes to participate in the AGM,must register for the AGM by giving a prior notice of participation no later than on 14March 2025 at 11:59 p.m. Finnish time,by which time the registration must be received. Such notice of registration can be given: • electronically via the Company’s website at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual -general-meeting). Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy representative with a banking ID or mobile certificate. • by e-mail to p.m. and 1:00 p.m. and 4:00 p.m. Finnish time. Registration by telephone is available in English and Finnish languages. When registering by phone,a shareholder cannot vote in advance.