Letter from the People and Culture Committee Chair 2
Introduction 3
Decision-making procedure 3
Remuneration Policy summary 3
Remuneration development and Company performance 4
Annual report on remuneration 2025 5
Letter from the People and Culture Committee Chair
Dear Shareholders,
I'm pleased to present to you Remuneration Report 2025 on behalf of the People and Culture Committee. This Remuneration Report describes
how the principles of remuneration have been implemented for the Board and Group Leadership Team . The report has been prepared in line with the Finnish Corporate Governance Code 2025.
The Stora Enso Remuneration Policy 2022 was first presented in AGM 2022 and again in 2025, and the AGM adopted the policy.
Remuneration is an important component of Stora Enso's total employee offering. The objective of the remuneration principles is to ensure that Stora Enso can attract and retain the top-tier employees to contribute to the Group's business strategy and long-term financial interests.
Remuneration for Group Leadership, including the President and CEO, is based on market competitive conditions while aligning with the best interests of shareholders.
Variable salary programmes intend to effectively support the strategic objectives by aligning incentives with key areas of focus. Both the one-year short-term incentive and multi-year long-term incentive programmes are predetermined, measurable and structured. They balance profitability, operational efficiency, safety, shareholder return and the ESG measures, thereby driving financial performance, shareholder interests and sustainability. In 2025, we continued to focus on profitability, working capital management, and occupational safety.
As disclosed in prior reports, the President and CEO's remuneration continued to deviate from the Remuneration Policy 2022 regarding the incentive plans and their respective performance periods. This approach, disclosed, and agreed upon in connection with the CEO appointment in 2023, remained in effect until the end of 2025, after which the short-term and long-term incentive plans will adhere to Group standard cycles and Remuneration Policy 2025. The remuneration of other Group Leadership executives has been executed in accordance with the Remuneration Policy.
We continued to advance our strategy, having renewable packaging at our core. We implemented new business area organisation structure to increase customer focus, drive operational efficiency, and enhance the Group's performance culture. Further, we finalised the divestment of 12.4% of our Swedish forest holdings and announced preparations for the separation of the Swedish forest assets of Stora Enso into a new publicly-listed company during 2027. Also, a strategic review of Central European sawmills and building solutions will be carried out in 2026. All of this has required strong commitment and contribution from the entire team for which I express my appreciation.
Thank you for your continued support and trust in our strategy.
Kari Jordan
Chair of the People and Culture Committee
IntroductionThis report has been prepared in accordance with the Finnish Corporate Governance Code 2025, available at cgfinland.fi, and the requirements set forth in the Finnish Decree of the Ministry of Finance on the remuneration policy and remuneration report (608/2019), as well as other applicable regulations. Stora Enso also complies with the Swedish Corporate Governance Code ('Swedish Code'), with the exception of the deviations listed in Appendix 1 of the Corporate Governance Report. The deviations are due to differences between the Swedish and Finnish legislation, governance code rules, and practices, and in these cases Stora Enso follows the practice in its domicile. The Swedish Code is issued by
the Swedish Corporate Governance Board, available at corporategovernanceboard.se. Information on the Group Leadership Team's remuneration is available in the Financial Statements 2025.
Decision-making procedureThe shareholders at the Annual General Meeting (AGM) decide annually on the remuneration of the Board members (including the remuneration of the members of Board committees).
Other Group Leadership Team members
The proposals for the AGM concerning the remuneration for the Chair, Vice Chair, and members of the Board, as well as the remuneration for the Chair and members of the committees of the Board, are prepared by the Company's Shareholders' Nomination Board. The composition of the Board is described in more detail in the Corporate Governance Report. The Board representatives of the Shareholders' Nomination Board do not participate in the decision-making process related to the Board or the Board committee remuneration.
The Board appoints the CEO and approves his/her remuneration as well as the nomination and compensation of other Group Leadership Team (GLT) members. The Board's People and Culture Committee prepares remuneration related matters and proposals for the Board and is further responsible for ensuring that management remuneration principles are aligned with the Company's objectives and shareholder interest.
The Shareholders' Nomination Board
Prepares proposals on Board and committee remuneration
Remuneration decision-making procedure
Remuneration Policy summaryThe Remuneration Policy was updated in 2025, and the summary below describes Stora Enso's main principles of the remuneration for the members of the Board, and the President and CEO. For the full Remuneration Policy, see storaenso.com.
Annual General Meeting
Decides on the Board and committee remuneration
The remuneration of the members of the Board may depend on their respective roles as Chair, Vice Chair, and members of the Board or its committees. Board remuneration can be paid in cash, or in cash and shares, as further decided by the AGM.
Board of Directors
Decides on the CEO's and GLT members' remuneration based on the preparations and proposals by the People and Culture Committee
Approves the Company's compensation and other benefit plans
The total remuneration to the CEO may consist of:
annual base salary (ABS)
variable pay components as short-term incentives (cash when applicable) and long-term incentives (shares when applicable), and
President and CEO
benefits (supplementary pension, medical and health benefits).
ExemptionsThe Board may decide to temporarily deviate from the Remuneration Policy, in whole or in part, in situations where it is in the long-term interest of the Company. Such a situation can take place, for example, in connection with the appointment of a new CEO. Changes may apply to all payment elements, contract provisions, as well as incentive plan structures and mechanisms, their timelines, metrics, and opportunities.
Remuneration development and Company performanceStora Enso aims to create a clear connection between Company performance and variable compensation. This is achieved by utilising key performance indicators and ensuring that targets are set at levels that support the achievement of the Company's strategy and financial targets.
The remuneration of the Board of Directors is decided by the Annual General Meeting based on the proposal of the Shareholders' Nomination Board. The remuneration for the Chair, Vice Chair, and members of the Board and its committees for the period of 2025-2026 was approved by the 2025 AGM.
The compensation of the President and CEO is decided by the Board based on the evaluation and proposal by the Board's People and Culture Committee, and the Company's Remuneration Policy. The total compensation of the President and CEO includes base salary, benefits, and short and long-term incentives paid during the vesting period.
The table 'Five-year development of paid remuneration and Company performance' outlines the CEO, Board, and average employee remuneration as well as Company performance development since 2021 and up until 2025. Strong financial performance of the Company in 2021 and 2022 is respectively reflected in the higher remuneration in 2022
and 2023.
Five-year development of paid remuneration and Company performance
Paid remuneration, EUR thousand (before taxes) 2025 2024 2023 2022 2021
President and CEO1, 2
2,165
1,640
3,293
2,110
1,731
Board member average3
118
118
111
108
104
Employee average4
49
48
46
46
44
Company performance, EUR million (unless otherwise stated)
Adjusted EBIT, EUR million
528
598
342
1,891
1,528
Sales, EUR million
9,326
9,049
9,396
11,680
10,164
Basic earnings per share (EPS), EUR
0.88
-0.17
-0.45
1.97
1.61
3-year total shareholder return rate (TSR), %5
-11%
-33%
-11%
9%
74%
The amounts relate to the current President and CEO as of 18 September 2023. Remuneration prior to that date relate to previous position holders.
Remuneration depends on a fixed part, such as base salary, pension, and other benefits, but also to a large extent on variable pay parts that may result in higher or lower total remuneration year-to-year. Paid remuneration for 2020-2023 includes statutory pension. Starting from the year 2024, the statutory pension contributions will no longer be included in the reported paid remuneration.
Total Board member fees divided by number of Board members.
The total wages and salaries paid to Stora Enso employees divided by the average number of employees.
3-year absolute total shareholder return (cumulative) with dividends reinvested.
Board remuneration and committee memberships
2025 2024
Remuneration presented in this report is either earned and paid during 2025, or earned in 2025 and due to be paid in 2026.
Board remuneration in 2025The Annual General Meeting in 2025 resolved that the members of the Board of Directors will be paid as follows:
Board remuneration summary
EUR thousand (before taxes) 2025 2024
Chair
222
215
Vice Chair
125
122
Board member
86
83
Pursuant to the decision by the Annual General Meeting 2025, the annual remuneration for the members of the Board has been paid in Company shares and cash so that 40% was paid in Stora Enso R shares purchased on the Board members' behalf on the market, at a price determined in public trading, and the rest in cash. The Company has paid all costs and transfer tax related to the purchase of the Company shares. The Company has no formal policy requirements for the Board members to retain shares received as remuneration.
In addition, the AGM decided that the following annual remuneration be paid to the members of the Board Committees:
for the Chair of the Financial and Audit Committee EUR 23,976, and
for the members of the Financial and Audit Committee EUR 16,868 each,
for the Chair of the People and Culture Committee EUR 11,988, and
for the members of the People and Culture Committee EUR 7,214 each,
for the Chair of the Sustainability and Ethics Committee EUR 11,988, and
for the members of the Sustainability and Ethics Committee EUR 7,214 each.
EUR thousand (before taxes) Cash Value of shares1 Total4 Total Committee memberships
Board members at 31 December 2025 | |||||
Kari Jordan, Chair | 145 | 89 | 234 | 227 | People and Culture, Nomination2, 3 |
Håkan Buskhe, Vice Chair | 82 | 50 | 132 | 129 | People and Culture, Nomination2, 3 |
Helena Hedblom | 59 | 34 | 93 | 90 | Sustainability and Ethics |
Astrid Hermann | 68 | 34 | 103 | 100 | Financial and Audit |
Christiane Kuehne | 64 | 34 | 98 | 95 | Sustainability and Ethics |
Richard Nilsson | 83 | 34 | 117 | 114 | Financial and Audit, Sustainability and Ethics |
Reima Rytsölä | 59 | 34 | 93 | 90 | People and Culture |
Elena Scaltritti | 59 | 34 | 93 | - Sustainability and Ethics | |
Antti Vasara | 68 | 34 | 103 | - Financial and Audit | |
Former Board members | |||||
Elisabeth Fleuriot (until 20 March 2025) | - | - | - | 100 | Financial and Audit |
Antti Mäkinen (until 20 March 2024) | - | - | - | - People and Culture | |
Total remuneration as Directors1 | 687 | 379 | 1,066 | 945 | |
1 40% of the Board remuneration, excluding Committee remuneration, in 2025 was paid in Stora Enso R shares purchased from the market and distributed as follows: to Chair 9,526 R shares, Vice Chair 5,378 R shares, and members 3,692 R shares each. The Company has no formal policy requirements for the Board members to retain shares received as remuneration.
2 Stora Enso's Shareholders' Nomination Board has been appointed by the AGM in 2016 to exist until otherwise decided. The Shareholders' Nomination Board according to its Charter as approved by the AGM comprises of four members: the Chair and Vice Chair of the Board of Directors, as well as two members appointed by the two largest shareholders (one each) as of 31 August each year. No separate remuneration is paid to members of the Nomination Board.
3 Marcus Wallenberg, appointed by FAM AB, is Chair of the Nomination Board. Matts Rosenberg (Jouko Karvinen until 18 December 2025) is the member of the Shareholders' Nomination Board appointed by Solidium Oy. Kari Jordan and Håkan Buskhe were appointed as members of the Shareholders' Nomination Board in their roles as Chair and Vice Chair of the Board of Directors
4 The Company additionally pays the transfer tax for share purchases for each member, in line with AGM decision, which amount is considered also taxable income for each member.
CEO remunerationCEO remuneration
CEO remuneration
The details of the CEO short-term incentive plan for the period Q4/2024-Q3/2025 are outlined below. The maximum STI earning for the CEO is 100%
The compensation of the President and CEO is decided by the Board based on the proposal by the Board's People and Culture Committee and the Company's Remuneration Policy.
The total compensation of the President and CEO generally includes base salary, benefits, and short and long term incentives paid during the
EUR (before taxes) Paid in 2025 Paid in 2024
Annual base salary 1,000,000
1,012,500 earned and paid fixed salary Short-term incentives1 160,000 640,000
1
of the fixed annual salary until September 2025. The total weighted outcome of 16% resulted in 160,000 EUR payout and was paid in November 2025.
Performance
evaluation period. The CEO is eligible to participate in the Finnish statutory
Long-term incentives
LTI outcome was 60% or -
EUR 990,136
Performance metric Weight
outcome1 STI payout EUR
pension system, and his/her retirement age is 65. Currently, the CEO does
Other benefits Mobile phone included in the Mobile phone included in the
Adjusted EBIT 60% 27%
not have a supplementary pension plan.
annual base salary. Medical insurance EUR 2,035.
annual base salary
Operating working capital 30% 0%
160,000
During 2025, there were no recovery of paid or reduction of outstanding awards in respect of the President and CEO.
Supplementary pension -
Group safety TRI rate 10% 0%
Total 16%
In connection with the appointment of the CEO, the Board deviated from
Total earned remuneration (paid)
2,164,671 1,640,000
1 Target outcome is 50%, maximum is 100%. Total performance outcome presented as weighted average.
the Remuneration Policy. The exemption is related to the performance periods for the CEO's STI and LTI plans, which differ from the performance
Earned proportion of fixed to Fixed compensation 47% variable remuneration (paid) Variable compensation 53%
Fixed compensation 61%
Variable compensation 39%
The details of the CEO short-term incentive plan for the period October-
periods applied to the rest of the Group. Exemptions, such as the appointment of the CEO, have been duly listed as possible deviations from the Policy. As of 2026, the CEO's STI programme will fully align with the standard annual STI cycle. The CEO's LTI programme adheres to the Group's standard LTI programme and its associated vesting periods as
of LTI 2024 plan.
Termination of assignment Notice period of six months with severance payment of
twelve months salary on termination by the Company, but with no contractual payments on any change of control.
1 Amounts are reported according to payment year. Note 3.2 to the Consolidated Financial Statements includes amounts paid and amounts earned during the same calendar year.
Short-term incentive plans for the CEOThe purpose of the STI programme is to drive alignment against set objectives and to create engagement by setting clear measurable yearly targets that will have a direct impact on the Company performance.
CEO STI planIn accordance with the conditions outlined in the Remuneration Policy, the appointment of a new CEO allows for exemptions from the Policy. The Board decided to exercise this right in the context of nominating the new CEO in September 2023 to ensure immediate full focus on profit turnaround, cash flow improvements, and enhanced competitiveness.
The deviation pertains to the performance periods of incentive plans. As of 2026, the CEO's STI programme will fully align with the standard annual STI cycle. For Q4/2025, the CEO's STI performance metrics were the same as for the Group Leadership Team. Information on the Group Leadership Team's remuneration is available in the Financial Statements 2025.
December 2025 is aligned with Group Leadership team and presented below. The outcome will be evaluated after after closing of 2025 financial year, prorated for 3-month earning period and potential payment will be made in April 2026. As of October 2025 the maximum STI for the CEO is 150% of the fixed annual salary
Performance metric | Weight |
Adjusted EBIT | 60% |
Operating working capital | 27% |
Financial tools | 3% |
Group safety TRI rate | 10% |
The purpose of the LTI is to incentivise and align management with shareholder interests and the long-term strategy of the Company, including the Company's sustainability approach. This is done through setting measurable, long-term financial and strategic or ESG-related targets, as well as by encouraging personal share ownership.
The Board used its right to deviate from the Policy regarding the timing of the CEO's LTI plan. The CEO has a separate Performance Share Plan (CEO PSP 2025), which is strongly aligned with shareholder interests and Company performance.
The CEO may earn a maximum of 169,420 gross shares from CEO PSP plan (target is 50% of the maximum) based on the achievement performance criteria set by the Board. The maximum opportunity represented 200% of annual base salary at the time of the share grant. The CEO PSP outcome was measured at the end of the third quarter in 2025, and the plan had a cliff vesting in one instalment. The final outcome of 60% equalled 101,652 gross shares paid, where portion is delivered in cash, as a portion corresponding to the tax obligation will be withheld to cover income tax.
The Board decided to include the CEO in ongoing LTI 2024 and LTI 2025 plans to bridge the cap in the LTI earning possibility and to align with same plans and structures as for rest of leadership team members. The maximum earning opportunity is capped at 150% of annual base salary at the time of share grant. Additionally, the CEO was exceptionally granted 52,080 restricted shares from LTI 2024 plan.
Stora Enso recommends and expects the CEO and other Group Leadership Team members to hold Stora Enso shares at a value corresponding to at least one annual base salary. Stora Enso shares received as remuneration are therefore recommended not to be sold until this level has been reached. The current Group Leadership Team share ownership is available on the Company's website.
CEO Performance Share Plan expired on 30 September 2025
Performance Share Plan (PSP) Performance period Payout year Performance criteria Weight
Performance
outcome (0-50-100) Total outcome
Max. shares
awarded R Shares paid1
CEO PSP 18 Sept 2023-30 Sept 2025 2025
Ongoing Restricted and Performance Share Plans
Maintain investment grade rating 40% 100% Progress on capital expenditure and investments made 40% 6%
Strategic target 10% 80%
Reduction of Scope1 & 2 CO2emissions 10% 100%
Performance
60% 169,420 101,652
Max. shares
Performance Share Plan (PSP) | Performance period | Payout year | Performance criteria | Weight | outcome (0-50-100) | Total outcome | awarded | Shares paid1 |
RSP 2024-2026 | 2024-2026 | 2027 | n/a | 100% | - | - | 52,080 | - |
Earnings per Share (EPS) | 50% | - | ||||||
Absolute Total Shareholder Return (TSR) | 30% | - | ||||||
PSP 2024-2026 2024-2026 2027 | Reduction of Scope 1 & 2 CO2emissions | 10% | - | - 164,060 - | ||||
Gender diversity | 10% | - | ||||||
Earnings per Share (EPS) | 30% | - | ||||||
Absolute Total Shareholder Return (TSR) | 50% | - | ||||||
PSP 2025 2025-2027 2028 | Reduction of Scope 1 & 2 CO2emissions | 10% | - | - 164,060 - | ||||
Gender diversity | 10% | - | ||||||
1 The total number of shares actually transferred will be lower, as portion of shares corresponding to the tax obligation will be withheld to cover income tax.
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Stora Enso Oyj published this content on February 12, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on February 12, 2026 at 07:42 UTC.
