HELSINKI – November 02, 2026 -- Stora Enso shareholders will vote on 15 December 2026 on a cross-border partial demerger that would spin the company's Swedish forest assets business into a new, separately listed company, Bergslagets Skogar AB. The Board of Directors recommends approval.
Demerger needs two-thirds majority in every share class
The Extraordinary General Meeting starts at 1:00 p.m. Finnish time at Solo Sokos Hotel Pier 4 in Helsinki. Approval requires two-thirds of votes cast and shares represented, and a two-thirds majority within each share class present. Shareholders may vote in advance.
The Board signed the Demerger Plan on 30 October 2026. The EGM can only approve or reject it and cannot amend it.
Board keeps the right to abandon the split after approval
The planned registration date for completion is 31 March 2027, subject to change under Section 17 of the Demerger Plan. The Board may decide not to complete the demerger at any time before completion, even after shareholder approval. It would do so only if it finds material grounds that make non-completion better for Stora Enso and its shareholders.
Shareholders receive one Bergslagets Skogar share per Stora Enso share
All assets, rights, debts and liabilities that relate to or primarily serve the Swedish forest assets business would transfer to the new Swedish public limited company without a liquidation procedure. Shareholders would receive the new shares automatically, at a 1:1 ratio per share class. Each Stora Enso class A share would convert into one class A share in Bergslagets Skogar, and each class R share into one class B share.
The shares would be delivered through Euroclear Sweden's book-entry system, or as link securities in Euroclear Finland's system. Bergslagets Skogar intends to apply for admission to the regulated markets of Nasdaq Stockholm and Nasdaq Helsinki.
EUR 3.64 billion share premium fund moves to unrestricted equity
As part of the demerger, Stora Enso proposes to dissolve its share premium fund of EUR 3,638,800,031.65 and transfer the full amount to its invested unrestricted equity reserve.
Bergslagets Skogar board chair fee set at SEK 1.7 million
The EGM will also vote on remuneration for the new company's board, conditional on completion of the demerger. Annual fees are proposed as follows:
- Chair: SEK 1,700,000
- Vice Chair: SEK 950,000
- Other members: SEK 700,000
Proposed committee fees:
- Audit Committee: chair SEK 266,000, members SEK 187,000
- People and Culture Committee: chair SEK 130,000, members SEK 80,000
- Sustainability and Ethics Committee: chair SEK 134,000, members SEK 80,000
Under the proposed Articles of Association, the Bergslagets Skogar board would have five to ten members.