Proposals of the Shareholders' Nomination Board to Stora Enso Oyj's Annual General Meeting 2024

USA - English

• USA - English

HELSINKI, Jan. 10, 2024 /PRNewswire/ -- The Shareholders' Nomination Board, established by Stora Enso's Annual General Meeting (AGM), will propose to the AGM to be held on 20 March 2024 that the Company's Board of Directors shall have eight (8) members. 

The Shareholders' Nomination Board proposes that of the current members of the Board of Directors, Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Astrid Hermann, Kari Jordan, Christiane Kuehne and Richard Nilsson be re-elected members of the Board of Directors until the end of the following AGM and that Reima Rytsölä 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. 

Antti Mäkinen has announced that he is not available for re-election to the Board of Directors. 

"Antti has during his tenure since 2018 been a valuable member of the Stora Enso Board of Directors, as well as acted as the Chair of the Board of Directors during the years 2021–2023. I would like to thank Antti warmly for all his valuable work for Stora Enso. Also, we are certain that the proposed new Board member, Reima Rytsölä, will bring strong competence and experience to the Board that will be very important in the next phase of Stora Enso's development as a leader within renewable materials," says Kari Jordan, Chair of the Board of Directors and the member of the Shareholders' Nomination Board. 

Reima Rytsölä, born in 1969, Finnish citizen with a Master's degree in Political Science (Economics), is a senior investment and finance leader with extensive experience in Finnish financial institutions. He is currently acting as CEO of Solidium Oy since August 2022. Prior to his current position, Rytsölä acted as the deputy CEO and Chief Investment Officer at Varma Mutual Pension Insurance Company (2014–2022) and worked in various positions in Pohjola Bank, amongst others as Senior Executive Vice President, Head of Banking (2008–2013). He is independent of the Company but not of its shareholders due to his position as CEO of Solidium. Currently, Rytsölä 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 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 3% and be paid as follows:  

Board of Directors

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 2024–31 March 2024 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

People and Culture Committee

Sustainability and Ethics Committee

In 2023–2024, the Shareholders' Nomination Board comprised four members: Kari Jordan (Chair of the Board), Håkan Buskhe (Vice Chair of the Board) and two other members appointed by the two largest shareholders, namely Jouko Karvinen (Solidium Oy) and Marcus Wallenberg (FAM AB). Until 6 November 2023, Solidium was represented by Reima Rytsölä. 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 2024 concerning Board members and their remuneration. The Shareholders' Nomination Board convened three (3) times during its 2023–2024 working period.

Each member of the Shareholders' Nomination Board attended all the meetings. Kari Jordan and Håkan Buskhe did not participate in the preparation of or decision on remuneration.   

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 

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 21,000 employees and the sales in 2022 were EUR 11.7 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 and ordinary shares (SEOAY, SEOFF, SEOJF). storaenso.com/investors  

STORA ENSO OYJ

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