AGM principles

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A shareholders meeting is Stora Enso's highest decision-making body.

The Annual General Meeting (AGM) is held annually in order to present detailed information about the company's performance and to deal with matters such as adopting the previous year’s income statement and balance sheet, setting of dividend and its payment, and appointing members of the Board of Directors and the Auditor(s).

An Extraordinary General Meeting (EGM) is convened when considered necessary by the Board of Directors. It is also possible that an Auditor or shareholder(s) holding together a minimum of one tenth of all the shares request in writing that an EGM shall be convened to discuss a specified matter which they have indicated.

Attending a shareholders' meeting

By attending the shareholders' meetings shareholders may exercise their voting rights and take part in the decision-making process at Stora Enso. Major decisions are taken by the shareholders at Annual or Extraordinary General Meetings. At a shareholders’ meeting, each A share and each ten R shares carry one vote.

Shareholders may attend a meeting either in person or by proxy. Notification to attend a meeting shall be made by the date mentioned in the notice to the meeting. The shares must be registered in the share register of Stora Enso maintained by the Finnish Central Securities Depositary. This means that nominee-registered shareholders must temporarily register their shares in the share register of Stora Enso. ADR holders may take part in the proxy process and nominee-registered A and R shareholders shall submit their power of attorney to Stora Enso when giving notice of attendance.

Matters of the AGM

The AGM must be held by the end of June in Helsinki, Finland. The Finnish Companies Act and Stora Enso’s Articles of Association specify in detail which matters have to be dealt with at the AGM.

1. Adoption of the income statement and the balance sheet
2. Disposal of the year’s profit and distribution of dividend
3. Payment of dividend
4. Resolution concerning discharge of the members of the Board and the CEO from responsibility
5. Number of the members of the Board
6. Number of the Auditors
7. Remuneration for the members of the Board
8. Remuneration for the Auditors
9. Election of the members of the Board
10. Election of the Auditors
11. Deal with any other matter notified separately in the notice to the meeting

The Board of Directors convenes a shareholder meeting by publishing a notice to the meeting in at least two Finnish and two Swedish newspapers.

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