Notice of the Extraordinary General Meeting of Stora Enso Oyj

STORA ENSO OYJ STOCK EXCHANGE RELEASE 2 November 2026 at 9:00 EET

HELSINKI, Nov. 2, 2026 /PRNewswire/ -- The Board of Directors of Stora Enso Oyj has decided to convene the Extraordinary General Meeting to be held on Tuesday 15 December 2026.

Notice is given to the shareholders of Stora Enso Oyj ("Stora Enso" or the "Company") to the Extraordinary General Meeting (the "EGM") to be held on Tuesday 15 December 2026 at 1:00 p.m. Finnish time at Solo Sokos Hotel Pier 4 (Katajanokanlaituri 4, 00160 Helsinki) in Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will start at 12:00 noon Finnish time at the meeting venue.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C. Instructions for the participants in the EGM.

The EGM will be conducted in the Finnish language. Simultaneous translation will be available in the meeting room into the English and, when relevant, Finnish languages.

A. Matters on the agenda of the EGM

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Approval of the Demerger Plan and resolution on the cross-border partial demerger

The Board of Directors of Stora Enso proposes to the EGM that the EGM resolves on the cross-border partial demerger of Stora Enso in accordance with the demerger plan approved by the Board of Directors and signed on 30 October 2026 (the "Demerger Plan") and approves the Demerger Plan so that, as part of the demerger resolution, the EGM resolves, as a whole, on the matters listed below in this agenda item. The resolution on the cross-border partial demerger and approval of the Demerger Plan requires a qualified majority of two-thirds (2/3) of the votes cast and the shares represented at the EGM, and a qualified majority of two-thirds (2/3) within each of the share classes represented at the EGM. The Demerger Plan is available on the Company's website at storaenso.com/egm2026 no later than 3 November 2026.

In accordance with the Demerger Plan, Stora Enso shall be demerged in a cross-border partial demerger to the effect that all such assets, rights, debts and liabilities which relate to, or primarily serve, Stora Enso's Swedish forest assets business (the "Swedish Forest Assets Business"), shall be transferred without a liquidation procedure to a Swedish public limited liability company to be incorporated in the Demerger, that is proposed to take the trade name Bergslagets Skogar AB ("Bergslagets Skogar" or the "Receiving Company") (the "Demerger").

The purpose of the Demerger is to execute the separation of the Swedish Forest Assets Business into an independent company. The reasons for the proposed Demerger are described in more detail in the Demerger Plan and in the stock exchange release published by Stora Enso on 30 October 2026.

The planned date of registration of the completion of the Demerger (the "Effective Date") is 31 March 2027. The actual Effective Date and timeline of the completion of the Demerger may change from said planned date in accordance with Section 17 of the Demerger Plan.

The Board of Directors of Stora Enso may at any time prior to the completion of the Demerger, including after the General Meeting resolving on the Demerger, decide not to complete or implement the Demerger, if the Board of Directors of Stora Enso, in its sole discretion, considers that there are material grounds due to which such non-completion would be in the best interest of Stora Enso and its shareholders.

The EGM may only approve or reject the Demerger in accordance with the Demerger Plan. The EGM cannot amend the Demerger Plan. Accordingly, the EGM cannot amend the matters set out in this agenda item that are included in the Demerger Plan.

The Board of Directors of Stora Enso considers that the Demerger in accordance with the Demerger Plan is in the best interests of Stora Enso and its shareholders, and recommends that the shareholders vote in favour of the proposal.

As part of the demerger resolution, the EGM shall resolve on the following matters, conditional upon the completion of the Demerger:

a) The incorporation of Bergslagets Skogar AB and approval of its Articles of Association

Bergslagets Skogar will be incorporated in connection with the registration of the completion of the Demerger. The proposed Articles of Association of Bergslagets Skogar are attached in their entirety as an appendix to the Demerger Plan.

The proposed Articles of Association of Bergslagets Skogar are, to the extent applicable, based on the Articles of Association of Stora Enso currently in force, taking into account the requirements of Swedish legislation for Articles of Association.

b) The issuance of the Demerger Consideration

In accordance with the Demerger Plan, the shareholders of Stora Enso shall receive as demerger consideration one (1) new share of the corresponding share class in Bergslagets Skogar for each share owned in Stora Enso (the "Demerger Consideration"), i.e. the Demerger Consideration shall be issued to the shareholders of Stora Enso in proportion to their existing shareholding with a ratio of 1:1 per share class where each class A share in Stora Enso entitles to a new class A share in Bergslagets Skogar and each class R share in Stora Enso entitles to a new class B share in Bergslagets Skogar.

The ratio per share class and the rights conferred by the shares in Bergslagets Skogar to be issued as Demerger Consideration, including the two share classes and their respective rights, are based on the mandatory requirement under the Finnish Companies Act that shareholders must receive the same proportionate shareholdings and corresponding rights in Bergslagets Skogar as currently exist in Stora Enso, while considering mandatory requirements of Swedish law that will be applicable to Bergslagets Skogar and its shares.

The Demerger Consideration shall be issued to the shareholders of Stora Enso using the ratio specified in the Demerger Plan based on the number of shares in Stora Enso recorded on each separate book-entry account of Stora Enso's shareholders on an applicable record date for the Demerger to be set in connection with the completion of the Demerger pursuant to the rules and procedures applied by Euroclear Nordics AB ("Euroclear Sweden") and Euroclear Nordics Oy ("Euroclear Finland"), as described in more detail in Section 4 of the Demerger Plan.

The Demerger Consideration will be delivered in the form of shares of Bergslagets Skogar registered in the Swedish book-entry system maintained by Euroclear Sweden (the "Swedish Book-Entry System"), or in the form of so-called link securities in the Finnish book-entry system maintained by Euroclear Finland representing shares of Bergslagets Skogar in the Swedish Book-Entry System, or through similar arrangements, as described in more detail in Section 4 of the Demerger Plan.

The Demerger Consideration shall be distributed automatically, and no separate action is required from the shareholders to receive the Demerger Consideration.

The shares of Bergslagets Skogar are intended to be applied for admission to public trading on the regulated market of Nasdaq Stockholm AB ("Nasdaq Stockholm") and the regulated market of Nasdaq Helsinki Ltd. ("Nasdaq Helsinki").

c) The reduction of Stora Enso's share premium fund

It is proposed in connection with the Demerger that the share premium fund of Stora Enso of EUR 3,638,800,031.65 is dissolved, and that the amount corresponding to the share premium fund to be dissolved shall, as a whole, be transferred to Stora Enso's invested unrestricted equity reserve.

7. Resolution on the remuneration for the members of the Board of Directors of Bergslagets Skogar AB

The Board of Directors of Stora Enso proposes to the EGM, having consulted the Shareholders' Nomination Board, that the annual remuneration of the Chair, the Vice Chair and the other members of the Board of Directors of Bergslagets Skogar for the term of office commencing on the date of registration of the incorporation of Bergslagets Skogar in the Swedish Companies Registration Office and expiring at the closing of the first following Annual General Meeting of Bergslagets Skogar shall be as follows:

Board of Directors

Chair             1,700,000 Swedish krona

Vice Chair  950,000 Swedish krona

Members       700,000 Swedish krona

The Board of Directors of Stora Enso further proposes that the remuneration for the members of the Audit Committee, the People and Culture Committee and the Sustainability and Ethics Committee of the Board of Directors of Bergslagets Skogar shall be as follows:

Audit Committee

Chair             266,000 Swedish krona

Members        187,000 Swedish krona

People and Culture Committee

Chair             130,000 Swedish krona

Members       80,000 Swedish krona

Sustainability and Ethics Committee

Chair             134,000 Swedish krona

Members       80,000 Swedish krona

The resolution on the remuneration of the members of the Board of Directors of Bergslagets Skogar is conditional upon the completion of the Demerger, and the resolution shall become effective in connection with the registration of the completion of the Demerger on the Effective Date.

8. Resolution on the number of members of the Board of Directors of Bergslagets Skogar AB

According to the proposed Articles of Association of Bergslagets Skogar, the Board of Directors of Bergslagets Skogar shall comprise not less than five (5) and not more than ten (10) members.