The Shareholders' Nomination Board, established by Stora Enso's Annual General Meeting (AGM), will propose to the AGM planned to be held on 24 March 2026 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, Helena Hedblom, Astrid Hermann, Christiane Kuehne, Richard Nilsson, Elena Scaltritti and Antti Vasara be re-elected members of the Board of Directors until the end of the following AGM and that Jouko Karvinen be elected new member of the Board of Directors for the same term of office. 

Kari Jordan, currently Chair of the Board, and Reima Rytsölä have announced that they are not available for re-election to the Board of Directors. 

"I thank Kari for serving four years as a member of the Board of Directors and especially for the last three years as Chair. During his time as Board Chair, Stora Enso has renewed its leadership, turned around and improved financial performance, executed major growth investments and taken significant steps to strengthen its balance sheet. Furthermore, the Company's strategic focus and direction have been clarified to maximise value creation. I also thank Reima for his contributions during three years on the Board of Directors," says Marcus Wallenberg, Chair of the Shareholders' Nomination Board.

The Shareholders' Nomination Board proposes that Håkan Buskhe be elected Chair and Jouko Karvinen be elected Vice Chair of the Board of Directors. 

"I welcome Jouko to join the Board. Håkan's proposed nomination as Board Chair and Jouko's as Vice Chair reflect both continuity and endorsement of the strategic direction as well as strong owners' commitment and engagement," continues Marcus Wallenberg. 

Jouko Karvinen, born in 1957, Finnish citizen with a Master of Science in Engineering (M.Sc. Eng.), is Chair of the Board of Solidium. He has an extensive industrial experience from executive and leading roles in global companies. These include acting as the CEO of Stora Enso (2007-2014), CEO of Philips Medical Systems Division (2002-2006), Executive Vice President & Head of the Automation technology Products Division at ABB Group (2000-2002) as well as several prior leadership roles in the ABB Group. He further has an extensive board professional background with previous roles including the Chair, Vice Chair or member of the Board of, amongst others, Finnair, Nokia, SKF and Valmet. Currently, he is a Board Member of Heritage Foundation Opportunity Corporation or HFOC, an investment management company owned by the province of Alberta, Canada. Jouko Karvinen is independent of the Company but not of its shareholders due to his position as Chair of the Board of Solidium. 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 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 maintained at the 2025 level and be paid as follows:  

Board of Directors

Chair  EUR 221,728
Vice Chair   EUR 125,186
Members   EUR 85,933

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 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 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 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

In 2025-2026, 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 Matts Rosenberg (Solidium Oy) and Marcus Wallenberg (FAM AB). Until 18 December 2025, Solidium was represented by Jouko Karvinen.  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 2026 concerning Board members and their remuneration. The Shareholders' Nomination Board convened six times during its 2025-2026 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.   

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. Stora Enso has approximately 19,000 employees and our sales in 2024 were EUR 9 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 on OTC Markets (OTCQX) as ADRs and ordinary shares (SEOAY, SEOFF, SEOJF). storaenso.com/investors

STORA ENSO OYJ