2023-01-30 07:30:00 CET

2023-01-30 07:30:07 CET


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Stora Enso Oyj - Other information disclosed according to the rules of the Exchange

Proposals of the Shareholders' Nomination Board to Stora Enso Oyj's Annual General Meeting 2023


STORA ENSO OYJ STOCK EXCHANGE RELEASE 30 January 2023 at 8:30 EET

The Shareholders' Nomination Board, established by Stora Enso's Annual General
Meeting (AGM), will propose to the AGM to be held on 16 March 2023 that the
Company's Board of Directors shall have nine (9) members.
The Shareholders' Nomination Board proposes that of the current members of the
Board of Directors, Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Kari
Jordan, Christiane Kuehne, Antti Mäkinen, Richard Nilsson and Hans Sohlström be
re-elected members of the Board of Directors until the end of the following AGM
and that Astrid Hermann be elected new member of the Board of Directors for the
same term of office.
The Shareholders' Nomination Board proposes that Kari Jordan be elected Chair
and Håkan Buskhe be elected Vice Chair of the Board of Directors.
Hock Goh has announced that he is not available for re-election to the Board of
Directors.
“Hock has during his tenure since 2012 been a valuable member of the Stora Enso
Board of Directors. I would like to thank Hock warmly for all his valuable work
for Stora Enso. Also, we are certain that the proposed new Board member, Astrid
Hermann, will bring strong finance and industry competence and experience to the
Board that will be very important in the next phase of the Company's development
as a leader within renewable materials,” says Antti Mäkinen, Chair of the Board
of Directors and the member of the Shareholders' Nomination Board.
Astrid Hermann, born in 1973, US and German citizen, Bachelor's degree in
Business and MBA, is a senior Finance leader with extensive international
experience in the fast-moving consumer goods industry. She is currently the
Group Chief Financial Officer of Beiersdorf AG, a German multinational company
in the skin and personal care products business. Prior to her current position,
Hermann spent her career in finance roles of increasing seniority, the last one
being VP of Finance, North America at Colgate-Palmolive (2004-2020) and at The
Clorox Company (1997-2004). She is independent of the Company and its
shareholders. Currently, Hermann 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 General Meeting. 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 also 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.

 The Shareholders' Nomination Board proposes to the AGM that the annual
remuneration for the Chair, Vice Chair and members of the Board of Directors be
increased by approximately 2.5-3% and be paid as follows:
Board of Directors

Chair       EUR 209,000 (2022: 203,000)
Vice Chair  EUR 118,000 (2022: 115,000)
Members     EUR 81,000 (2022: 79,000)

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 1 January 2023-31 March 2023 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
approximately 2.7-3.2% and be paid as follows:
Financial and Audit Committee

Chair    EUR 22,600 (2022: 22,000)
Members  EUR 15,900 (2022: 15,400)

People and Culture Committee

Chair    EUR 11,300 (2022: 11,000)
Members  EUR 6,800 (2022: 6,600)

Sustainability and Ethics Committee

Chair    EUR 11,300 (2022: 11,000)
Members  EUR 6,800 (2022: 6,600)

In 2022, the Shareholders' Nomination Board comprised four members: Antti
Mäkinen (Chair of the Board), Håkan Buskhe (Vice Chair of the Board) and two
other members appointed by the two largest shareholders, namely Reima Rytsölä
(Solidium Oy) and Marcus Wallenberg (FAM AB). Until 3 November 2022 Solidium was
represented by Harri Sailas. Marcus Wallenberg was elected Chair of the
Shareholders' Nomination Board.
The main tasks of the Shareholders' Nomination Board were to prepare the
proposals for the AGM 2023 concerning Board members and their remuneration. The
Shareholders' Nomination Board convened five (5) times during its 2022-2023
working period. Each member of the Shareholders' Nomination Board attended all
the meetings.
For further information, please contact:
Carl Norell
Press officer
tel. +46 72 2410349

Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 2107691

Part of the global bioeconomy, Stora Enso is a leading provider of renewable
products in packaging, biomaterials, and wooden construction, and one of the
largest private forest owners in the world. We believe that everything that is
made from fossil-based materials today can be made from a tree tomorrow. Stora
Enso has approximately 22,000 employees and our sales in 2021 were EUR 10.2
billion. Stora Enso shares are listed on Nasdaq Helsinki Oy (STEAV, STERV) and
Nasdaq Stockholm AB (STE A, STE R). In addition, the shares are traded in the
USA as ADRs (SEOAY).
storaenso.com/investors (http://www.storaenso.com/investors/)

STORA ENSO OYJ

For further information, please contact:
Carl Norell
Press officer
tel. +46 72 2410349

Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 2107691



01302691.pdf