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Proposals of Shareholders’ Nomination Board to Stora Enso Oyj’s Annual General Meeting 2018

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The Shareholders’ Nomination Board, established by Stora Enso’s Annual General Meeting (AGM), will propose to the AGM to be held on 28 March 2018 that the company’s Board of Directors shall have nine (9) members.

The Shareholders’ Nomination Board proposes that of the current members of the Board of Directors – Anne Brunila, Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Christiane Kuehne, Richard Nilsson, Göran Sandberg, and Hans Stråberg be re-elected members of the Board of Directors until the end of the following AGM and that Antti Mäkinen be elected new member of the Board of Directors for the same term of office.

The Shareholders’ Nomination Board proposes that Jorma Eloranta be elected Chairman and Hans Stråberg be elected Vice Chairman of the Board of Directors.

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

“Mikael Mäkinen has during his tenure as a member of the Board of Directors since 2010 had a positive impact on what Stora Enso has become today. Mikael has also been a valuable member of the Financial and Audit Committee contributing to the work of the Committee. I would like to thank Mikael warmly for all his work for Stora Enso," says Jorma Eloranta, Stora Enso’s Board Chairman and member of the Shareholders’ Nomination Board.

Antti Mäkinen, LL.M., born 1961, Finnish citizen, has a strong business background in the banking and financial sector and since May 2017 acts as the CEO of Solidium Oy. Previous working experience includes several leading management positions within Nordea Corporate & Investment Banking, most notably as Head of Corporate Finance in Finland, Head of Strategic Coverage unit and as Co-Head for Corporate & Investment Banking, Finland (2010 – 2017). Prior to this Mäkinen acted as CEO of eQ Corporation and its main subsidiary eQ Bank Ltd. (2005 – 2009). Mäkinen is a Board member of Rake Oy and acts as chairman or a member of the shareholders’ nomination boards of several listed companies. He is independent of the company, but not independent of the company’s significant shareholders due to his position as the CEO of Solidium Oy.

The Shareholders’ Nomination Board proposes to the AGM that the annual remuneration for the members of the Board of Directors be increased by approximately 3 percent and be paid as follows :

Board of Directors

Chairman

  • EUR 175 000 (2017 : 170 000)

Vice Chairman

  • EUR 103 000 (2017 : 100 000)

Members

  • EUR 72 000 (2017 : 70 000)

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 publication of the interim report for the period 1 January 2018 – 31 March 2018 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 correspondingly increased by approximately 3 percent and be paid as follows :

Financial and Audit Committee

Chairman

  • EUR 20 600 (2017 : 20 000)

Members

  • EUR 14 400 (2017 : 14 000)

Remuneration Committee

Chairman

  • EUR 10 300 (2017 : 10 000)

Members

  • EUR 6 200 (2017 : 6 000)

Sustainability and Ethics Committee

Chairman

  • EUR 10 300 (2017 : 10 000)

Members

  • EUR 6 200 (2017 : 6 000)

The Shareholders’ Nomination Board during its working period 2017–2018 comprised four members : Jorma Eloranta (Chairman of the Board), Hans Stråberg (Vice Chairman of the Board) and two other members appointed by the two largest shareholders, namely Harri Sailas (Solidium Oy) and Marcus Wallenberg (FAM AB). Marcus Wallenberg was elected Chairman of the Shareholders’ Nomination Board.

The main tasks of the Shareholders’ Nomination Board were to prepare the proposals for the AGM in 2018 concerning Board members and their remuneration. The Shareholders’ Nomination Board convened 5 times during its working period 2017–2018. Each member of the Shareholders’ Nomination Board attended all the meetings.