Stora Enso Oyj - Proxy Solicitation & Information Statement 2025

Notice to the Annual General Meeting of Stora Enso Oyj

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.
Adoption of the annual accounts
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.

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
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.

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.

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)

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.
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).

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.
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.
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.
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.
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.
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.
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).
Decision making order
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
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 [email protected]
• by telephone: Calling +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00
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.
• by regular mail: Innovatics Oy, AGM/Stora Enso Oyj, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland.
Shareholders registering by e-mail or regular mail shall submit the registration
form available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) or equivalent information. The registration form will be
available on the Company's website on 13February 2025 at the latest.
When registering, shareholder and their representative shall provide requested
information, such as the shareholder's name, date of birth or Business ID,
address, telephone number, e-mail address and the name of any assistant or proxy
representative, and the date of birth, phone number and e-mail address of any
proxy representative. The personal data provided to Stora Enso Oyj will be used
only in connection with the AGM and with the processing of related necessary
registrations.
Shareholders or their authorised representatives or proxy representatives must
be able to prove their identity and/or right of representation at the meeting
venue.
Further information on registration and advance voting is available in English
and Finnish languages by telephone during the registration period of the AGM
from the number at +358102818909 on weekdays from 9:00 a.m. to 12:00 p.m. and
from 1:00 p.m. to 4:00 p.m. Finnish time.
b) 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 they on the record date of the AGM,
10March 2025, 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 in the shareholders' register held by Euroclear Finland
Oy no later than on 17March 2025 by 10:00 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 from their custodian bank regarding the temporary
registration in the shareholders' register of the Company, the issuing of proxy
authorisation documents and voting instructions as well as the registration and
attendance for the AGM and advance voting. The account manager of the custodian
bank shall temporarily register the holder of nominee-registered shares, who
wishes to participate in the AGM, into the shareholders' register of the Company
at the latest by the time stated above, and, if necessary, take care of advance
voting on behalf of the holder of nominee-registered shares prior to the end of
the registration period concerning holders of nominee-registered shares.
For the sake of clarity, instructions for shareholders whose shares are nominee
-registered in Sweden are set out below in subsection C.1 c) “Shareholders with
shares registered with Euroclear Sweden AB in Sweden”.
Further information on these matters can also be found on the Company's website
at storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).
c) Shareholders with shares registered with Euroclear Sweden AB in Sweden
Each shareholder, who is registered on 10March 2025 in the shareholders'
register of the Company maintained by Euroclear Sweden AB, has the right to
participate in the AGM. Such shareholders are re-registered in the shareholders'
register maintained by Euroclear Finland Oy provided that the shareholder has
notified the Company thereof in accordance with the instructions set out below.
The registration period for the AGM commences on 13February 2025 at 12:00 noon.
Finnish time. Notification of participation shall be made no later than by 11:59
p.m. Finnish time on 12March 2025, 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 [email protected]
• by telephone: Calling +358 10 2818 909 on weekdays between 9:00 a.m. and 12:00
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.
• by regular mail: Innovatics Oy, AGM/Stora Enso Oyj, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland.
Shareholders registering by e-mail or regular mail shall submit the registration
form available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) or equivalent information. The registration form will be
available on the Company's website on 13February 2025 at the latest.
Shareholders whose shares are nominee-registered in Sweden and who wish to
participate in the AGM and use their voting rights must instruct the nominee to
re-register their shares in the shareholders' own name in the shareholders'
register maintained by Euroclear Sweden AB in good time prior to 12March 2025,
which is the deadline for re-registration. A shareholder must also take care of
issuing possible proxy documents and advance voting instructions.
Further information on registration and advance voting is available in English
and Finnish languages by telephone during the registration period of the AGM
from the number at +358102818909 on weekdays from 9:00 a.m. to 12:00 p.m. and
from 1:00 p.m. to 4:00 p.m. Finnish time.
Proxy representative and powers of attorney
A shareholder of the Company may participate in the AGM and exercise their
shareholders' rights at the AGM by way of proxy representation. A proxy
representative may also vote in advance as described in this notice. Proxy
representatives shall produce a dated proxy document or otherwise in a reliable
manner demonstrate their right to represent the shareholder at the AGM. Proxy
representatives registering electronically for the AGM must identify themselves
personally through strong electronic authentication, after which they can
register on behalf of the shareholder they represent. The same applies to voting
in advance electronically.
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.
Proxy document templates are available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) on 13February 2025 at the latest.
Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by mail to Innovatics Oy,
AGM/Stora Enso Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e
-mail to [email protected]. The proxy documents must be received before the end
of the registration period. In addition to the delivery of proxy documents the
shareholder or his/her proxy shall register for the AGM in the manner described
above in this notice.
The right of representation can be demonstrated by using the suomi.fi e
-Authorizations service available in the electronic registration service. For
more information, see suomi.fi/e-authorizations (https://www.suomi.fi/e
-authorizations).
Advance voting
Shareholders may also vote in advance on certain agenda items of the AGM in
accordance with the following instructions.
a) Shareholders with shares registered with Euroclear Finland Oy in Finland
Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Finland Oy as described in subsection C.1 a) above may
vote in advance during the period between 13February 2025 at 12:00 noon -
14March 2025 at 11:59 p.m. Finnish time in the following manners:
• electronically on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting). The service is accessed in the same way as described in the
registration process outlined in section C.1 a) of this notice.
• by e-mailing the advance voting form to [email protected], or
• by regular mail by sending the advance voting form to: Innovatics Oy,
AGM/Stora Enso Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Shareholders voting in advance by email or regular mail shall submit the advance
voting form available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) or equivalent information. The advance voting form will be
available on the Company's website on 13February 2025 at the latest.
Advance votes must be received by the end of the registration period. Submitting
advance votes in this way before the end of registration and advance voting is
considered registration for the AGM, as long as the above-mentioned information
required for registration is provided.
A representative or proxy representative of the shareholder must in connection
with delivering the advance voting form produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder at the AGM.
Further information on registration and advance voting is available in English
and Finnish languages by telephone during the registration period of the AGM
from the number at +358102818909 on weekdays from 9:00 a.m. to 12:00 p.m. and
from 1:00 p.m. to 4:00 p.m. Finnish time.
b) Holders of nominee-registered shares
For holders of nominee-registered shares, advance voting is carried out via the
account manager of their custodian. The account manager may cast advance votes
on behalf of the holders of nominee-registered shares that they represent in
accordance with the voting instructions provided by the holders of nominee
-registered shares during the registration period for the nominee-registered
shares.
For the sake of clarity, instructions for shareholders whose shares are nominee
-registered in Sweden are set out below in subsection C.3 c) “Shareholders with
shares registered with Euroclear Sweden AB in Sweden”.
c) Shareholders with shares registered with Euroclear Sweden AB in Sweden
Each shareholder who is registered in the shareholders' register of the Company
maintained by Euroclear Sweden AB as described in subsection C.1 c) above may
vote in advance during the period between 13February 2025 at 12:00 noon -
12March 2025 at 11:59 p.m. Finnish time in the following manners:
• electronically on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting). The service is accessed in the same way as described in the
registration process outlined in section C.1 c) of this notice.
• by e-mailing the advance voting form to [email protected], or
• by regular mail by sending the advance voting form to: Innovatics Oy,
AGM/Stora Enso Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Shareholders voting in advance by email or regular mail shall submit the advance
voting form available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) or equivalent information. The advance voting form will be
available on the Company's website on 13February 2025, at the latest.
A legal representative or proxy representative of the shareholder must in
connection with delivering the advance 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 Innovatics Oy, the delivery of advance votes
shall constitute due registration for the AGM, as long as the above-mentioned
information required for registration is provided. Advance votes must be
received within the registration period.
Shareholders whose shares are nominee-registered in Sweden and who wish to vote
in advance are advised to instruct the nominee to vote in advance on behalf of
such shareholders according to the instructions set out in this notice. The
account manager may cast advance votes on behalf of the holders of nominee
-registered shares that they represent in accordance with the voting
instructions provided by the holders of nominee-registered shares during the
registration period for the nominee-registered shares.
Further information on registration and advance voting is available in English
and Finnish languages by telephone during the registration period of the AGM
from the number at +358102818909 on weekdays from 9:00 a.m. to 12:00 p.m. and
from 1:00 p.m. to 4:00 p.m. Finnish time.
d) Other matters related to advance voting
Shareholders who have voted in advance and who wish to exercise their right to
ask questions, demand a vote at the AGM or vote on a possible counterproposal
under the Finnish Companies Act must participate in the AGM at the meeting venue
in person or by way of proxy representation.
A proposal subject to advance voting is considered to have been presented
without amendments at the AGM.
Instructions regarding the advance voting will also be available on the
Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting) on 13February 2025 at the latest.
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.
Other information

The information concerning the AGM required under the Finnish Companies Act and
the Finnish Securities Markets Act is available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting). Pursuant to Chapter 5, Section 25 of the Finnish Companies
Act, a shareholder who is present at the AGM has the right to request
information with respect to the matters to be considered at the AGM.
On the date of this notice to the AGM the total number of Stora Enso Oyj A
shares is 175,663,629 conferring a total of 175,663,629 votes and the total
number of R shares is 612,956,358, conferring a total of at least 61,295,635
votes. Each A share and every ten (10) R shares entitle the holder to one vote.
Each shareholder shall, however, have at least one vote. On the date of this
notice, the Company does not hold any of its own shares.

The privacy notice is available on the Company's website at
storaenso.com/agm (https://www.storaenso.com/en/investors/governance/annual
-general-meeting).

Changes in shareholding occurring after the record date of the AGM, 10March
2025, will not affect the right to participate in the AGM or the number of votes
of such shareholder at the AGM.

For further information, please contact:
Carl Norell
SVP Corporate Communications
tel. +46 72 241 0349
Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691
The forest is at the heart of Stora Enso, and we believe that everything made
from fossil-based materials today can be made from a tree tomorrow. We are the
leading provider of renewable products in packaging, biomaterials, and wooden
construction, and one of the largest private forest owners in the world. In
2024, Stora Enso had approximately 19,000 employees, and the Group sales were
EUR 9 billion. Stora Enso's 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 OTC Markets (OTCQX) as ADRs and ordinary shares (SEOAY, SEOFF,
SEOJF). storaenso.com (https://www.storaenso.com/en/)

STORA ENSO OYJ

For further information, please contact:
Carl Norell
SVP Corporate Communications
tel. +46 72 241 0349
Investor enquiries:
Anna-Lena Åström
SVP Investor Relations
tel. +46 70 210 7691

Attachments:

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Stora Enso Oyj Proxy Solicitation & Information Statement 2025

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Notice to the Annual General Meeting of Stora Enso Oyj

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Stora Enso Oyj — Proxy Solicitation & Information Statement 2025

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Notice to the Annual General Meeting of Stora Enso Oyj

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Stora Enso Oyj Proxy Solicitation & Information Statement 2025