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Stora Enso Oyj

Remuneration Information Feb 11, 2025

3239_def-14a_2025-02-11_d4d6a126-dc24-4456-9d2c-f3dd6cd3ee12.pdf

Remuneration Information

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Remuneration Policy 2025

This Remuneration Policy outlines Stora Enso'smain principles and the decision-making process for remuneration concerning the members ofthe Board, as well as the Presidentand Chief Executive Officer (CEO), including the elements of their compensation.

These principles apply to remuneration agreements oramendments toexisting remuneration agreements made after theadoption ofthePolicy by theAnnual General Meeting (AGM) in 2025.

This Policyhas been developed based ontheguidance set outin theamended EU's Shareholder Rights Directive, which hasbeen implemented in Finland mainly intothe Limited Liability Companies Act, Securities Markets Act, Decree of the Ministry of Finance,and the Finnish Corporate GovernanceCode 2025.

The main changes compared to the 2022 Remuneration Policy are:

  • Changes to STI and LTI plan maximum opportunity levels. The Board will give careful consideration when annually determining the appropriate levels to apply.
  • Structural and technical changes.

Stora Enso's general remuneration principles

Stora Enso aims to offer remuneration that attracts and retains top-tier employees. To maximise the effectiveness of remuneration, careful consideration is given to ensure that the remuneration elements drive the Company's business strategy and its long- term financial interests.

The same principles that govern employee remuneration across the organisation also apply to the Remuneration Policy for the President and CEO. Additional criteria are incorporated as needed to align closely with Stora Enso's best interests.

Stora Enso also considers shareholder and other stakeholder views, internal pay ratios, employment conditions, and market factors relevant to the executive. A fundamental element of the remuneration principles is the concept of pay-for-performance, with a focus on evaluating the total remuneration provided to employees.

The Board regularly reviews and defines key performance indicators, which serve to measure the progress of the Company and the completion of strategic objectives. These measures, both financial and non-financial, aim to balance various dimensions of business results without promoting a short-term profit focus at the expense of the Company's long-term success. Stora Enso's remuneration programmes are based on this set of key performance indicators.

The Board ensures that an appropriate portion of total remuneration is variable and dependent on the fulfilment of the key performance indicators.

The CEO who, in order to emphasise the pay-forperformance prerequisite and alignment with shareholder interests, has a higher portion of total compensation tied to performance-based incentives.

Decision-making process Board remuneration

The shareholders at the AGM decide annually on the remuneration of the Board members, including the remuneration of the members of the Board committees. The proposals for the AGM concerning the remuneration of the Board members and the members of the Board committees are prepared by the Shareholders' Nomination Board.

The Shareholders' Nomination Board is composed of representatives of the major shareholders of the Company, as well as Board member representatives, as decided earlier by the AGM. The composition of the Shareholders' Nomination Board is described in more detail on the Company's website. The Board member representatives shall not participate in the decisionmaking regarding Board or committee remuneration in the Shareholders' Nomination Board.

The Board appoints the CEO and approves his/her remuneration as well as the compensation of other Group Leadership Team members. The Board's People and Culture Committee (or a committee possibly succeeding the People and Culture Committee) prepares remuneration-related matters and proposals for the Board, which is responsible for ensuring that management compensation principles are aligned with the Company's objectives and shareholder interest.

Upon the recommendation of the People and Culture Committee, the Board submits the Remuneration Policy (at least once every 4 years) and Remuneration

Report (annually) to the AGM and approves annually the compensation of the President and CEO within the boundaries of this Remuneration Policy. Stora Enso welcomes all shareholders' feedback on the Policy and its implementation.

Remuneration of the Board is decided annually by the shareholders at the AGM, or a possible extraordinary shareholders' meeting. The remuneration of the members of the Board may depend on their respective roles as Chair, Vice Chair, and as members of the Board or its committees. Board remuneration can be paid in cash, or in cash and shares, as further decided by the AGM.

To ensure the independence of the Board members in fulfilling their duties, the members are not included in the same remuneration or incentive plans as the executive management and other employees.

Remuneration for the President and Chief Executive Officer (CEO)

The total remuneration of the CEO consists of:

  • annual base salary
  • variable pay components such as short-term incentives (cash) and long-term incentives (shares when applicable)
  • long-term benefits (pension, medical and health benefits)
  • other benefits and programmes (car, housing, etc. when applicable).

The purpose, description, operation, and link to performance of each remuneration element are described on the following pages.

Remuneration for the President and Chief Executive Officer (CEO)

Purpose
and
link
to
strategy
Description
and
operation
Annual
Base
Salary

ABS
(fixed
pay)
The
purpose
of
the
base
salary
is
to
attract
and
retain
top-tier
employees
to
deliver
on
the
Company's
strategic
priorities.
The
ABS
of
the
CEO
is
proposed
by
the
People
and
Culture
Committee
and
decided
by
the
Board.
Fixed
pay
is
delivered
in
cash
and
paid
monthly. ABS
is
set
by
considering
role,
skills,
experience,
performance,
and
peer
comparison.
The
ABS
is
typically
reviewed
once
a
year.
CEO
salary
increases
take
into
account
average
salary
increases
for
relevant
segments
of
the
wider
workforce.
Increases
may
be
larger,
or
applied
more
often,
at
the
discretion
of
the
Board
under
certain
circumstances
such
as,
but
not
limited
to,
the
general
development
of
business,
financial performance,
operational performance,
or when required,
considering market practice.
Short-Term
Incentives

STI
(variable
pay)
The
purpose
of
the
STI
programme is
to
drive
alignment
against
set
objectives
and
to
create
engagement
by
setting
clear
measurable annual
targets,
which
have
a
direct
impact
on
the
Company performance.
STI
maximum
opportunity
will
be
determined
annually
by
the
Board
within
an
overall
cap
of
150%
of
ABS
for
the
CEO.
The Board will give careful consideration when determining the appropriate level to apply. The
STI
programme
is
proposed
by
the
People
and
Culture
Committee
and
decided
by
the
Board
each
year.
Target
levels
for
chosen
performance
metrics
are
set
by
the
Board,
taking
into
account
the
business
plan,
market
outlook, and
past
years'
performance.
The
STI
programme
can
be
based
partly
on
financial
metrics
and
partly
on
measurable
non-financial
operational metrics.
Metrics
may vary
from
year
to
year
in
order
to
best
reflect
business
priorities.
Financial
metrics
are,
for
example,
related
to
sales
growth,
profit,
working
capital,
and
cash
flow,
or
other
financial metrics
as
decided
by
the
Board.
Operational
metrics
are
based
on
the
Company's
business
priorities,
with
targets set
in
the
strategic
areas
of
innovation,
customer
insight,
structured
processes,
motivated
employees,
governance, sustainability,
and
special
projects.
These
may
also
be
adjusted
to
reflect
any
changes
within
the
business
priorities. Operational
metrics
will
account
for
no
more
than
40%
of
the
STI
opportunity.
Target
levels
for
operational
metrics
are
decided
by
the
Board.
Given
that
the
performance
metrics
are
measurable,
it
is
possible
for
the
Board
to
objectively
evaluate
the
outcome
at
the
end
of
each
performance
period.
No
payout
of
incentives
is
done
until
financial
results
have
been
audited
and
approved
by
the
external
auditor.
STI
is
paid
in
cash.
STI
may
be
reclaimed
and
clawed
back
by
the
Board
(see
below
for
criteria).
In
the
event
of
a
new
appointment
to
the
position
of
CEO,
an
additional
one-time
award
may
be
granted,
in
addition
to
the
normal
yearly
award.
This
is
intended
to
align
the
individual
with
the
long-term
goals
of
Stora
Enso
and
to
compensate
for
any
value
forfeited
or
lost
by
other
means
when
leaving
their
current
employer.

Purpose and link to strategy Description and operation

Long-TermIncentives

LTI
(variable
pay)
The
purpose
of
the
LTI
programme is
to
incentivise
and
align
management
with
shareholder
interests
and
long-term
strategy
of
the
Company,
including
its
sustainability
agenda.
This
is
done
by
setting
measurable
long-term
financial,
strategic,
and
ESG
(Environmental,
Social
and
Governance) targets,
as
well
as
by
encouraging
personal share
ownership.
LTI typically
consists
of
a
Performance
Share
award
in
Stora
Enso
shares.
Restricted
Shares
may
be
considered by
the
Board
in
exceptional
circumstances.
LTI
maximum
opportunity
is
reviewed
annually
to
ensure
market competitiveness
and
link
to
strategy.
The
Board
may
decide
on
a
maximum
LTI
opportunity
of
up
to
350%
of
ABS
at
the
time
of
grant
for
the
CEO.
The Board will give careful consideration when
determining the appropriate level to apply.
The
LTI programme
is
proposed
by
the
People
and
Culture
Committee
and
decided
by
the
Board
each
year
with
an
annual
conditional
opportunity
to
earn
shares
dependent
on
the
achievement
of
performance
conditions.
Each
LTI plan
has
a
share
price
cap
set
in
EUR.
The
number
of
shares
transferred
to
the
participant
is
reduced proportionally,
should
the
share
price
at
vesting
date
exceed
this
share
price
cap.
The
shares
will
vest
dependent
on
at
least
three-year
performance
criteria
proposed
by
the
People
and
Culture Committee
and
decided
by
the
Board.
The
performance
metrics
used
include,
but
are
not
limited
to,
earnings
per
share,
economic
value
added,
share
price development,
cash
flow,
or
measurable
strategic,
operational
or
ESG
targets
as
decided
by
the
Board.
Given
that
the
performance
metrics
are
measurable,
it
is
possible
for
the
Board
to
objectively
evaluate
the
outcome
at
the
end
of
each
performance
period.
No
payout
of
incentives
is
done
until
the
financial
results
have
been
audited
and
approved
by
the
external
auditor.
Vestings
will
be
paid
in
shares
whenever
possible,
with
a
portion
settled
in
cash
to
cover
tax
obligations.
Any
vesting
is
subject
to
final
approval
and
adjustments,
and
shares
that
have
already
vested
may
be
clawed
back
by
the
Board,
as
specified
in
the
criteria
below.
In
the
event
of
a
new
appointment
to
the
position
of
CEO,
an
additional
one-time
award
may
be
granted
in
shares
or
cash,
in
addition
to
the
normal
yearly
award.
This
is
intended
to
align
the
individual
with
the
long
term
goals
of
Stora
Enso
and
to
compensate
for
any
value
forfeited
or
lost
by
other
means
when
leaving
their
current
employer.

Purpose and link to strategy Description and operation Long-TermBenefits The purpose is to provide retirement benefit aligned to market practice, giving the CEO the confidence of a solid insurance coverage during their term of office and the opportunity to retire at normal retirement age. Includes pension, disability, death, and health benefits, and any other benefits aligned with applicable market practice. In addition to the statutory pension plan, the CEO may participate in additional supplementary pension plan in the form of defined contribution plan in accordance with local market practice. The CEO may have accident, disability, and death insurances, and company-sponsored health insurance. Other – Benefits and programmes The purpose is to stay competitive and aligned to market practice. Some benefits will also help to attract and retain talent. Benefits will be provided in line with the local market practice, for example, car and mobile phone. If the CEO needs to relocate, or in the event of a new appointment to the position as CEO, Stora Enso may provide taxable benefits related to relocation. The level of relocation benefits will depend on individual circumstances and market practice. The President and CEO is eligible to participate in programmes, which may be offered to Stora Enso's other employees at any given point, such as service years awards, birthday remembrance, or ad-hoc recognition awards payable in cash or shares. Clawback and malus provisions The purpose is to ensure pay-for-performance. Short- and long-term incentives are subject to malus (adjustment before payout) and clawback (reclaimed after pay-out) provisions. These can be applied in case of material exceptional or substantial changes in circumstances, misstatements, or misconduct as determined by the Board at its discretion.

Other main terms applicable to the CEO

The CEO has a six-month notice period and will receive a severance payment equivalent to 12 months' salary if the contract is terminated by the Company. There are no contractual payments in the event of a change of control.

The treatment of outstanding incentive awards will depend on the circumstances of the departure and relevant plan terms and conditions.

Share ownership requirements applicable to the CEO

To further align the interests of the CEO with those of the shareholders, the CEO shall build up and maintain a shareholding in Stora Enso shares equivalent to at least one annual base salary.

Discretion and the possibility for the Company to reclaim compensation

The Board has discretion to reclaim some or all of the unpaid STI or non-vested LTI awards in cases that include, but are not limited to, a significant downturn in the Company's results.

The Board may also decide to claw back already paid-out STI or the value of vested shares from the LTI programmes in cases that include, but are not limited to, situations where an award has been paid based on inaccurate or misleading information, or in the event of a serious breach of regulation, law, or Company code of conduct.

Possible exemptions from this Policy

The Board may decide to temporarily deviate from the policy, in whole or in part, in situations where that is in the long-term interest of the Company. The Company will disclose such deviations in the next Remuneration Report.

The Board can temporarily deviate from the policy in connection with corporate restructurings, such as a public takeover or other significant M&A, or other reorganisational changes affecting the Company or its size, change of control, change of mandatory applicable legislation or collective agreements, or in connection with the appointment of a new CEO. The Board may further deviate from the policy in case of a material change in the Company's financial position or business strategy, where this is necessary to ensure the Company's financial viability and longterm interest.

Changes may apply to all pay elements, contract provisions, as well as incentive plan structures and mechanisms, their timelines, metrics and opportunities, as seen necessary in ensuring the long-term development of the Company.

7

Stora Enso Oyj

P.O. Box 309 FI-00101 Helsinki, Finland Visiting address: Katajanokanlaituri 4 Tel: +358 2046 131

Stora Enso AB

P.O. Box 70395 SE-107 24 Stockholm, Sweden Visiting address: World Trade Center Klarabergsviadukten 70, C4 Tel. +46 1046 46 000

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