Stora Enso Oyj — Proxy Solicitation & Information Statement 2020

Apr 29, 2020

Notice to the Annual General Meeting of Stora Enso Oyj

Notice to the Annual General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 29 April 2020 at 9.30 EEST

The Board of Directors of Stora Enso Oyj has decided to convene the Annual
General Meeting to be held on 4 June 2020.
Notice to the Annual General Meeting
Notice is given to the shareholders of Stora Enso Oyj to the Annual General
Meeting to be held on Thursday 4 June 2020 at 4 p.m. at the Company‘s Head
Office at Kanavaranta 1, Helsinki, Finland. Shareholders of the Company and
their proxy representatives may participate in the meeting and exercise their
rights as shareholders only through voting in advance as well as by making
counterproposals and presenting questions in advance. Instructions for
shareholders are presented in this notice under section C Instructions for the
participants in the AGM.
The Board of Directors of the Company has resolved on the exceptional procedure
for the meeting based on the temporary legislative act to limit the spread of
the Covid-19 pandemic approved by the Finnish Parliament on 24 April 2020. The
Company has resolved to take actions enabled by the act in order to hold the
meeting in a predictable manner, taking into account the health and safety of
the Company‘s shareholders, personnel and other stakeholders.

A. Matters on the agenda of the AGM
At the AGM, the following matters will be considered:

1. Opening of the meeting

The greetings of the Chair of the Board of Directors to the
shareholders will be published on the date of the AGM on the Company‘s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

2.         Calling the meeting to order

Manne Airaksinen, Attorney-at-law, will act as the Chair of the AGM.
If Manne Airaksinen is not able to act as Chair due to a           weighty
reason, the Board of Directors will nominate a person it deems most suitable to
act as Chair.

3.         Election of persons to confirm the minutes and to supervise the
counting of votes

Seppo Kymäläinen, Attorney-at-law, will act as the person to confirm
the minutes and supervise the counting of votes. If Seppo Kymäläinen is unable
to act as the person to confirm the minutes and supervise the counting of the
votes due to a weighty reason, the Board of Directors will nominate a person it
deems most suitable to act as a person to confirm the minutes and 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

Shareholders who have voted in advance within the advance voting
period and have the right to attend the AGM under Chapter 5, Section 6 and
Chapter 5, Section 6a of the Finnish Companies Act shall be deemed shareholders
represented at the meeting. The list of votes will be adopted based on
information delivered by Euroclear Finland Oy.

6.         Presentation of the annual accounts, the report of the Board of
Directors and the auditor’s report for the year 2019
          As participation in the AGM is possible only in advance, the annual
accounts, including the report of the Board of Directors and the auditor's
report, which have been published by the Company on 13 February 2020 and which
are available on the Company‘s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting), shall be deemed to have been presented to the AGM. The
presentation of the President and CEO will also be published on the Company’s
website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) on the date of the AGM.

7.         Adoption of the annual accounts
          The Board of Directors proposes that the AGM adopts the annual
accounts. The Auditor of the Company has supported the adoption of the annual
accounts.

8.         Resolution on the use of the profit shown on the balance sheet and
the payment of dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.15 per share
be distributed on the basis of the balance sheet adopted for the year 2019. The
dividend would be paid to shareholders who on the record date of the dividend
payment, Monday 8 June 2020, are recorded 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.
Dividends payable for Euroclear Sweden registered shares will be forwarded by
Euroclear Sweden AB and paid in Swedish crown. Dividends payable to ADR holders
will be forwarded by Citibank N.A. and paid in US dollars. The dividend would be
paid on or about Monday 15 June 2020.
          In addition, it is proposed that the AGM would authorise the Board of
Directors to decide at its discretion on the payment of dividend up to a maximum
of EUR 0.35 per share. A resolution on the distribution of a dividend would be
made at a later stage when it is possible to make a more reliable estimate on
the impacts of the Covid-19 pandemic on Stora Enso’s business and liquidity.
Based on the authorisation, it would also be possible to resolve on distributing
the dividend in one or several instalments.
The authorisation would be valid until the beginning of the next Annual General
Meeting. The Company will publish possible resolutions of the Board of Directors
on dividend payments and confirm the record and payment dates of the dividend
payments in connection with such resolutions. The dividend paid based on the
authorisation would be paid to shareholders who on the record date of the
dividend payment in question are recorded 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.

9.         Resolution on the discharge of the members of the Board of Directors
and the CEO from liability for the financial period 1 January 2019 – 31 December
2019

10.       Presentation of the Remuneration Policy
As participation in the AGM is possible only in advance, the Stora Enso
Remuneration Policy covering the principles for remuneration of the members of
the Board of Directors, President and CEO and Deputy CEO, published by the
Company through a stock exchange release on 30 January 2020, which is available
on the Company‘s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting), is deemed to have been presented to the AGM.

1. Resolution on the remuneration for the members of the Board of
   Directors
   The Shareholders' Nomination Board proposes to the AGM as disclosed on 15
   January 2020 that the annual remuneration for the Chair, Vice Chair and members
   of the Board of Directors be increased by approximately 2.5–3 percent and be
   paid as follows:
   Board of Directors

Chair EUR 197 000 (2019: 192 000)
Vice Chair EUR 112 000 (2019: 109 000)
Members EUR 76 000 (2019: 74 000)

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% will be 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 from the AGM 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 proposes further that the annual remuneration
for the members of the Financial and Audit Committee, the Remuneration Committee
and the Sustainability and Ethics Committee be increased by approximately 2.5–3
percent and be paid as follows:
Financial and Audit Committee

Chair EUR 21 200 (2019: 20 600)
Members EUR 14 800 (2019: 14 400)

Remuneration Committee

Chair EUR 10 600 (2019: 10 300)
Members EUR 6 400 (2019: 6 200)

Sustainability and Ethics Committee

Chair EUR 10 600 (2019: 10 300)
Members EUR 6 400 (2019: 6 200)

12.       Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the AGM as disclosed on 15
January 2020 that the Board of Directors shall have nine (9) members.

1. Election of Chair, Vice Chair and other members of the Board of
   Directors
   The Shareholders’ Nomination Board proposes to the AGM as disclosed on 15
   January 2020 that of the current members of the Board of Directors Jorma
   Eloranta, Elisabeth Fleuriot, Hock Goh, Mikko Helander, Christiane Kuehne, Antti
   Mäkinen, Richard Nilsson and Hans Stråberg be re-elected members of the Board of
   Directors until the end of the following AGM and that Håkan Buskhe be elected
   new member of the Board of Directors for the same term of office.
   Göran Sandberg has announced that he is not available for re-election to the
   Board of Directors.
   The Shareholders’ Nomination Board proposes that Jorma Eloranta be elected Chair
   and Hans Stråberg be elected Vice Chair of the Board of Directors.
   Håkan Buskhe, M.Sc. Eng., Licentiate of Engineering, born 1963, Swedish citizen,
   has a strong industrial operative background and management experience having
   acted as CEO of several leading Swedish companies and as of 12 February 2020 as
   CEO of FAM AB. Prior to his current position Buskhe has acted as CEO and
   President of SAAB AB (2010–2019) and E.ON Nordic (2008–2010). Previous working
   experience further includes executive positions in E.ON Sweden (2006–2008),
   acting as CEO of the logistics company Schenker North (2001–2006) as well as
   several positions in Storel AB (1998–2001), Carlsberg A/S (1994–1998) and
   Scansped AB (1988–1994). Buskhe has further held positions as Board member in
   several venture capital companies. He is independent of the Company but not of
   its significant shareholders due to his position as CEO of FAM AB. Buskhe
   currently does not own shares in Stora Enso.
   All candidates and the evaluation regarding their independence have been
   presented on the company’s website
   storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
   -general-meeting).

14.       Resolution on the remuneration for the auditor
The Board of Directors proposes to the AGM that remuneration for the auditor be
paid according to an invoice approved by the Financial and Audit Committee.

15.       Election of auditor
On the recommendation of the Financial and Audit Committee, the Board of
Directors proposes to the AGM that PricewaterhouseCoopers Oy be elected as
auditor until the end of the following AGM. PricewaterhouseCoopers Oy has
notified the company that in the event it will be elected as auditor, Samuli
Perälä, APA, will act as the responsible auditor.
The recommendation of the Financial and Audit Committee concerning the auditor
election is available on the company‘s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

16.       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 shall not exceed 2 000 000 shares,
which corresponds to approximately 0.25% of all shares and 0.33% of all R shares
in the Company. Own shares can be repurchased otherwise than in proportion to
the shareholdings of the shareholders (directed repurchase). Own 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 shares may be repurchased primarily in order to use the shares as part of
the Company's incentive and remuneration scheme. The repurchased shares may be
held for reissue, canceled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of
own shares. The authorisation is effective until the beginning of the next AGM,
however, no longer than until 31 July 2021.

17.     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 on the following terms:
The amount of 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. The authorisation covers both the issuance of new
shares as well as the transfer of own shares held by the Company.
The issuance of shares may be carried out in deviation from the shareholders’
pre-emptive rights for the purpose of using the shares as part of the Company's
incentive and remuneration scheme.
The Board shall decide on other terms and conditions of a share issue. The
authorisation shall remain in force until 31 July 2021 and it revokes the
authorisation given by the AGM on 14 March 2019.

1. Decision making order

19.       Closing of the meeting

B. Documents of the AGM
The proposals for decisions relating to the agenda of the AGM and this notice as
well as the remuneration policy and Stora Enso Oyj’s annual accounts, the report
of the Board of Directors and the auditor’s report for 2019 are available on
Stora Enso Oyj’s website storaenso.com/investors/annual
-report (https://www.storaenso.com/en/investors/reports-and-presentations). A
copy of the annual accounts will be sent to shareholders upon request. The
minutes of the AGM will be available on Stora Enso Oyj’s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) no later than on 18 June 2020.

C. Instructions for the participants in the AGM
In order to prevent the spread of the Covid-19 pandemic, the AGM will be
arranged so that a shareholder or his/her proxy representative may not be
present at the venue of the meeting. It is also not possible for a shareholder
or his/her proxy representative to participate in the AGM by means of real-time
telecommunications. Shareholders and their proxy representatives may participate
in the AGM and exercise their rights at the AGM only by voting in advance as
well as by making counterproposals and presenting questions in accordance with
the instructions presented below.
1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the AGM, Monday 25 May
2020, 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 his/her personal Finnish book-entry account, is registered in
the shareholders’ register of the Company. A shareholder may not participate in
the AGM in any other manner than by voting in advance in the manner described
below and by making counterproposals and presenting questions in advance.

1. Notice of participation and voting in advance
   The registration period and advance voting period commence on 6 May 2020, when
   the deadline for delivering counterproposals to be put to a vote has expired. A
   shareholder, who is registered in the Company’s shareholders’ register and who
   wishes to participate in the AGM by voting in advance, must register for the AGM
   by giving a prior notice of participation and by delivering his/her votes in
   advance. Both the notice of participation and votes have to be received by the
   Company by no later than on Thursday 28 May 2020 at 4 p.m. Finnish time.
   When registering, requested information such as the name, personal
   identification number, address and telephone number of the shareholder must be
   notified. If another representative than the proxy representative nominated by
   the Company is used, the requested information such as the name and personal
   identification number must be notified also regarding such proxy representative.
   The personal data given to Euroclear Finland Oy or the proxy representative
   nominated by the Company will be used only in connection with the AGM and with
   the processing of related registrations.
   Previous notices of participation which have been given for the AGM which was
   convened to be held on 19 March 2020 are not deemed as notices of participation
   for this AGM.
   Shareholders with a Finnish book-entry account can register and vote in advance
   on certain matters on the agenda during the period 6 May 2020 – 28 May 2020 in
   the following manners:

a. on the website:
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting)
The electronic voting in advance requires the shareholder’s book-entry account
number.The terms and other instructions concerning the electronic voting are
available on the Company’s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

b. by regular mail or e-mail
A shareholder may deliver an advance voting form available on the Company’s
website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) to Euroclear Finland Oy by regular mail to Euroclear Finland
Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu. The advance voting form will be available on the
Company’s website no later than on 6 May 2020.

A representative of the shareholder must in connection with delivering the
voting form produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the AGM.
If a shareholder participates in the AGM by delivering votes in advance to
Euroclear Finland Oy, the delivery of the votes shall constitute due
registration for the AGM.
The terms and other instructions concerning the voting by regular mail or e-mail
are available on the Company’s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

1. Proxy representative and powers of attorney
   Shareholders of the Company may participate in the AGM through a proxy
   representative. A proxy representative of a shareholder must also vote in
   advance in the manner described in this notice. A shareholder also has the
   possibility, if he/she so wishes, to use the Company’s proxy authorisation
   service and authorise the independent proxy representative nominated by the
   Company, Mårten Knuts, Attorney-at-Law, or a person designated by him to
   represent the shareholder and exercise on his/her behalf the right to vote
   through the advance voting procedure in accordance with the voting instructions
   given by the shareholder.
   The contact information of the independent proxy representative: Mårten Knuts,
   Attorney-at-law, Krogerus Attorneys Ltd, Unioninkatu 22, FI-00130 Helsinki,
   Finland, e-mail: agmstoraenso@krogerus.com. When authorising the independent
   proxy representative, the shareholder must deliver to him a dated proxy document
   as well as voting instructions no later than on 27 May 2020, by which time the
   documents must be received by the proxy representative.

A template for the proxy document and voting instructions will be available on
the Company’s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) by no later than 6 May 2020 once the deadline for delivering
counterproposals to be put to a vote has expired.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
AGM. If a shareholder participates in the AGM by means of several proxy
representatives representing the shareholder with shares in different securities
accounts, the shares in respect of which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
AGM.
Delivery of a proxy document and votes in advance to Euroclear Finland Oy before
the expiration of the period for the notice of participation constitutes due
registration for the AGM if the information required for registering for the
meeting set out in C.2. above is included in the documents.

1. Holders of nominee-registered shares
   A holder of nominee-registered shares has the right to participate in the AGM by
   virtue of such shares, based on which he/she on the record date of the AGM,
   Monday 25 May 2020, would be entitled to be registered in the shareholders’
   register of the Company held by Euroclear Finland Oy. The right to participate
   in the AGM requires, in addition, that the shareholder on the basis of such
   shares has been temporarily registered into the shareholders’ register held by
   Euroclear Finland Oy no later than on Monday 1 June 2020 by 10 a.m. Finnish
   time. As regards nominee-registered shares this constitutes due registration for
   the AGM.
   A holder of nominee-registered shares is advised to request without delay
   necessary instructions regarding the temporary registration in the shareholders’
   register of the Company, the issuing of proxy documents and registration for the
   AGM from his/her custodian bank. The account management organisation of the
   custodian bank will temporarily register a holder of nominee-registered shares,
   who wants to participate in the AGM, into the shareholders’ register of the
   company at the latest by the time stated above. In addition, the account
   management organisation of the custodian bank must see to the voting in advance
   on behalf of a nominee-registered shareholder within the registration period
   applicable to nominee-registered shares.

Further information on these matters can also be found on the Company’s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

1. Shares registered in Euroclear Sweden AB
   A shareholder with shares registered in Euroclear Sweden AB´s Securities System
   who wishes to attend and vote at the AGM must:

i. Be registered in the shareholders’ register maintained by Euroclear Sweden
AB no later than on Monday 25 May 2020.

Shareholders, whose shares are registered in the name of a nominee must, in
order to be eligible to request a temporary registration in the shareholders’
register of Stora Enso Oyj maintained by Euroclear Finland, request that their
shares are re-registered in their own names in the register of shareholders
maintained by Euroclear Sweden AB, and procure that the nominee sends the above
-mentioned request for temporary registration to Euroclear Sweden AB on their
behalf. Such re-registration must be made at the latest by Monday 25 May 2020
and the nominee should therefore be notified well in advance before said date.

ii. Request temporary registration in the shareholders’ register of Stora Enso
Oyj maintained by Euroclear Finland Oy. Such request shall be submitted in
writing to Euroclear Sweden AB no later than on Tuesday 26 May 2020 at 12 noon
Swedish time.

This temporary registration made through written request to Euroclear Sweden AB
is considered a notice of attendance at the AGM. Also shareholders, whose share
are registered in the shareholders’ register maintained by Euroclear Sweden AB
may only participate in the meeting and exercise their rights as shareholders
through voting in advance. The account management organisation of the custodian
bank must see to the voting in advance on behalf of a shareholder within the
registration period applicable to nominee-registered shares. A notice to the
meeting without the delivery of votes in advance will not be considered
participation in the AGM.

1. ADR holders
   ADR holders intending to vote at the AGM shall notify the depositary bank,
   Citibank, N.A., of their intention and shall comply with the instructions
   provided by Citibank, N.A. to each ADR holder.
2. Other information
   Shareholders holding at least one hundredth of all of the shares in the Company
   have the right to make a counterproposal to the proposals for resolutions on the
   agenda of the AGM, which will be put to a vote. Such counterproposals must be
   delivered to the Company by e-mail to agm@storaenso.com (agm@storaenso.com%20)
   by no later than 5 May 2020 at 4 p.m. Finnish time. Shareholders making a
   counterproposal must in connection with delivering the counterproposal present
   evidence of his/her shareholdings. The counterproposal will be considered at the
   AGM, provided that the shareholder has the right to participate in the AGM and
   that the shareholder holds shares corresponding to at least one hundredth of all
   of the shares in the Company on the record date of the AGM. If the
   counterproposal will not be taken up for consideration at the AGM, the votes
   given in favour of the counterproposal will not be taken into account. The
   Company will publish possible counterproposals to be put to a vote on the
   Company‘s website
   storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
   -general-meeting) by no later than 6 May 2020.

A shareholder may present questions pursuant to Chapter 5, Section 25 of the
Finnish Companies Act until 19 May 2020 by e-mail to agm@storaenso.com. Such
questions by shareholders, responses to such questions by the Company‘s
management as well as other counterproposals than those put up to a vote on are
available on the on the Company‘s website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) by no later than 26 May 2020. As a prerequisite for presenting
questions or counterproposals, a shareholder must present sufficient evidence to
the Company of his/her shareholdings.

The information concerning the AGM required under the Companies Act and the
Securities Market Act is available on the Company's website
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).
On the date of this notice to the AGM the total number of Stora Enso Oyj A
shares is 176 255 584 conferring a total of 176 255 584 votes and the total
number of R shares is 612 364 403, conferring a total of at least 61 236 440
votes. Each A share and each ten (10) R shares entitle the holder to one vote.
Each shareholder shall, however, have at least one vote.

Changes in shareholding occurring after the record date of the AGM will not
affect the right to participate in the General Meeting or the number of votes of
such shareholder at the AGM.

Photo of Håkan Buskhe is available at https://storaenso.emmi.fi/l/FBsjbZr59qhb.
Please copy and paste the link into your web browser.

29 April 2020

STORA ENSO OYJ

BOARD OF DIRECTORS

For further information, please contact:
Satu Härkönen, Head of Communications, Finnish media relations, tel. +358 40 832
7458
Investor enquiries:
Tomi Lindell, Investor Relations Manager, tel. +358 50 512 8043
Part of the bioeconomy, Stora Enso is a leading global provider of renewable
solutions in packaging, biomaterials, wooden constructions and paper. We believe
that everything that is made from fossil-based materials today can be made from
a tree tomorrow. Stora Enso has some 25 000 employees in more than 30 countries.
Our sales in 2019 were EUR 10.1 billion. Stora Enso shares are listed on Nasdaq
Helsinki (STEAV, STERV) and Nasdaq Stockholm (STE A, STE R). In addition, the
shares are traded in the USA as ADRs (SEOAY).
storaenso.com (http://www.storaenso.com)

For further information, please contact:
Satu Härkönen
Head of Communications, Finnish media relations
tel. +358 40 832 7458
Investor enquiries:
Tomi Lindell
Investor Relations Manager
tel. +358 50 512 8043

Attachments: