Resolutions by Stora Enso Oyj's Annual General Meeting and the organising meeting of the Board of Directors
STORA ENSO OYJ STOCK EXCHANGE RELEASE 24 March 2026 at 18:35 EET
HELSINKI, March 24, 2026 /PRNewswire/ -- Stora Enso Oyj's Annual General Meeting (AGM) was held on 24 March 2026 in Helsinki, Finland. The AGM adopted the accounts and the Remuneration Report for 2025 and granted the Company's Board of Directors and Chief Executive Officer discharge from liability for the financial period 1 January 2025–31 December 2025.
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The AGM resolved, in accordance with the proposal by the Board of Directors, that the Company shall distribute a dividend of EUR 0.25 per share for the year 2025 in two instalments as follows:
The first dividend instalment, EUR 0.13 per share, shall be paid to shareholders who on the record date of the first dividend payment, 26 March 2026, 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 first dividend instalment shall be paid on or about 8 April 2026.
The second dividend instalment, EUR 0.12 per share, shall be paid to shareholders who on the record date of the second dividend payment, 25 September 2026, 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 second dividend instalment shall be paid on or about 2 October 2026.
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 crown. Dividends payable to ADR holders will be forwarded by Citibank N.A. and paid in US dollars.
Composition of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the Board of Directors shall have eight (8) members.
The AGM further resolved, in accordance with the proposal by the Shareholders' Nomination Board, to re-elect the current members of the board of Directors – Håkan Buskhe, Helena Hedblom, Astrid Hermann, Christiane Kuehne, Richard Nilsson, Elena Scaltritti, and Antti Vasara– as members of the Board of Directors until the end of the following AGM and to elect Jouko Karvinen as a new member of the Board of Directors for the same term of office.
In accordance with the proposal by the Shareholders' Nomination Board, the AGM resolved to elect Håkan Buskhe as Chair of the Board of Directors and Jouko Karvinen as Vice Chair of the Board of Directors.
Remuneration of the members of the Board of Directors
The AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board, that the annual remuneration for the Board of Directors be maintained at the 2025 level and be paid as follows:
Chair EUR 221,728
Vice Chair EUR 125,186
Members EUR 85,933
The AGM also resolved, in accordance with the proposal by the Shareholders' Nomination Board 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 2026–31 March 2026 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 AGM resolved, in accordance with the proposal by the Shareholders' Nomination Board that the annual remuneration for the Board committees be maintained at the 2025 level and be paid as follows:
Financial and Audit Committee
Chair EUR 23,976
Members EUR 16,868
People and Culture Committee
Chair EUR 11,988
Members EUR 7,214
Sustainability and Ethics Committee
Chair EUR 11,988
Members EUR 7,214
Election and remuneration of the auditor and sustainability reporting assurer
The AGM resolved, in accordance with the proposal by the Board of Directors, to elect PricewaterhouseCoopers Oy as auditor until the end of the Company's next AGM. PricewaterhouseCoopers Oy has notified the Company that Panu Vänskä, APA, will act as the principally responsible auditor.
The AGM also resolved, in accordance with the proposal by the Board of Directors, to elect PricewaterhouseCoopers Oy as sustainability reporting assurer until the end of the following AGM. PricewaterhouseCoopers Oy has notified the Company that Panu Vänskä, APA, authorised sustainability auditor (ASA), will act as the principally responsible sustainability reporting assurer.
The AGM also resolved, in accordance with the proposal by the Board of Directors, that the remuneration for the auditor and for the sustainability reporting assurer shall be paid according to invoices approved by the Financial and Audit Committee.
Board authorisation to decide on repurchase and issuance of shares
In accordance with the proposal by the Board of Directors, the AGM resolved to authorise the Board of Directors 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 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.
In accordance with the proposal by the Board of Directors, the AGM also resolved to 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. 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.
Both authorisations are effective until the beginning of the next AGM, however, no longer than until 31 July 2027 and they revoke the authorisations given by the AGM on 20 March 2025.
Amendment of the Shareholders' Nomination Board Charter
The AGM resolved, in accordance with the proposal by the Board of Directors, to approve the amended Charter of the Shareholders' Nomination Board as set out below:
The Charter was amended in such a way that the shareholders entitled to appoint a member to the Nomination Board are determined on the basis of the shareholders' register of the Company on 31 May (previously on 31 August) each year. Furthermore, certain technical changes were approved.
Resolutions by the organising meeting of the Board of Directors
Richard Nilsson (Chair), Astrid Hermann, and Antti Vasara were elected members of the Financial and Audit Committee.
Håkan Buskhe (Chair), Helena Hedblom, and Antti Vasara were elected members of the People and Culture Committee.
Christiane Kuehne (Chair), Helena Hedblom, Richard Nilsson, and Elena Scaltritti were elected members of the Sustainability and Ethics Committee.
The Board of Directors assessed the independence of its members and concluded that the members are independent of the Company and its major shareholders, with the exception of Håkan Buskhe, Jouko Karvinen, and Richard Nilsson. Håkan Buskhe is independent of the company but not of its significant shareholders due to his position as the CEO of FAM AB. Jouko Karvinen is independent of the Company but not independent of its major shareholders due to his position as Chair of the Board of Directors of Solidium Oy. Richard Nilsson is independent of the company but not of its significant shareholders due to his employment at FAM AB.
Stora Enso
Stora Enso is a global leader in renewable materials with a strong focus on packaging. Our purpose is to replace non-renewable materials with renewable solutions. Together with our customers, we design and deliver competitive, high-quality packaging materials and solutions, made from fresh and recycled fibers, accelerating the transition to a circular bioeconomy.
In 2025, Stora Enso had approximately 19,000 employees, and the Group sales were EUR 9.3 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.
STORA ENSO OYJ
CONTACT:
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