Stora Enso's Board proposals to the Annual General Meeting

Stora Enso's Board has in its meeting decided to propose the
following to the Annual General Meeting to be held in Helsinki on
Tuesday 22 March 2005.

Matters to be resolved by the AGM pursuant to Article 14 of the
Articles of Association of the Company.

Appointment of Nomination Committee

Shareholders representing more than 50 per cent of the votes in the
Company have proposed that the Annual General Meeting appoint a
Nomination Committee to prepare proposals concerning (a) the number
of members of the Board of Directors, (b) the members of the Board of
Directors, (c) the remuneration for the Chairman, Vice Chairman and
members of the Board of Directors and (d) the remuneration for the
Chairman and members of the committees of the Board of Directors. The
Nomination Committee would consist of four members:
- the Chairman of the Board of Directors
- the Vice Chairman of the Board of Directors
- two members appointed by the two largest shareholders (one each)
according to the register of shareholders on 1 October 2005.

The Chairman of the Board of Directors would convene the Nomination
Committee and before 31 January 2006 the Nomination Committee would
present its proposals for the Annual General Meeting to be held in
2006.

A proposal by the Board of Directors to reduce the registered share
capital of the Company through the cancellation of shares in the
Company held by the same.

The share capital shall be reduced by not more than EUR 70 890 000
through the cancellation of not more than 9 000 000 Series A shares
held by the Company and not more than 32 700 000 Series R shares held
by the Company. The shares proposed to be cancelled have been
repurchased by the Company on the basis of its established programme
for the repurchase of its own shares. The exact number of the shares
of each series to be cancelled shall be determined by the AGM.

A proposal by the Board of Directors to authorise the Board of
Directors to repurchase shares in the Company.

The Board of Directors shall be authorised to use the distributable
equity of the Company to repurchase shares in the Company provided
that the number of Series A shares and Series R shares to be
repurchased shall be proportionate to the total number of issued and
existing Series A and Series R shares. Further, the number of
repurchased Series A shares shall not be more than five (5) per cent
of the total number of Series A shares in the Company at the time of
the AGM and the total number of repurchased Series R shares not more
than five (5) per cent of the total number of Series R shares in the
Company at the time of the AGM. Finally, shares in the Company shall
not be repurchased by the same if the repurchase would lead to the
total accounting par value of the shares in the Company held by the
same or its subsidiaries, or the voting power of such shares after
the repurchase, exceeding five (5) per cent of the share capital of
the Company or the total voting power of all shares issued by the
Company and existing at the time. On the basis of the registered
share capital of the Company and the number of issued shares on 2
February 2005, the authorisation would entitle the Company to
repurchase approximately 8 500 000 Series A and approximately
31 000 000 Series R shares. The exact maximum number of shares of
each series that can be repurchased on the basis of the authorisation
will be determined by the AGM.

If the Finnish Companies Act is amended in accordance with plans
announced by the Finnish Ministry of Justice whereby the maximum
number of own shares that a public limited liability company may
repurchase will be increased from the current five (5) per cent to
ten (10) per cent in the year 2005, the maximum number of shares to
be repurchased under the proposed authorisation shall be increased
accordingly without a separate resolution by a Shareholders' Meeting
as from the date of the entering into force of the amended Companies
Act. In such situation the number of repurchased Series A shares
shall not be more than ten (10) per cent of the total number of
Series A shares in the Company at the time of the AGM and the total
number of repurchased Series R shares not more than ten (10) per cent
of the total number of Series R shares in the Company at the time of
the AGM. Shares in the Company shall not be repurchased by the same
if the repurchase would lead to the total accounting par value of the
shares in the Company held by the same or its subsidiaries, or of the
voting power of such shares after the repurchase, exceeding ten (10)
per cent of the share capital of the Company or the total voting
power of all shares issued by the Company and existing at the time.
Finally, the authorisation would also be limited by any other
restrictions set out in the amended Companies Act for the repurchase
of own shares on the basis of a Board authorisation. On the basis of
the registered share capital of the Company and the number of issued
shares on 2 February 2005, the authorisation would after the
amendment of the Companies Act entitle the Company to repurchase
approximately 17 000 000 Series A and approximately 62 000 000 Series
R shares. The exact maximum number of shares of each series that can
be repurchased on the basis of the authorisation after the amendment
of the Companies Act would be determined by the AGM. In all other
respects the terms of the authorisation would remain unchanged after
the amendment of the Companies Act.

Shares cannot be repurchased by the Company other than in public
trading and at the price prevailing at the time of the repurchase in
such public trading.

Shares can be repurchased for the purpose of developing the capital
structure of the Company, to be used in the financing of corporate
acquisitions and other transactions or for the purpose of being sold
or otherwise transferred or cancelled. The cancellation of shares
requires a separate resolution by a Shareholders' Meeting to reduce
the share capital of the Company.

The Board of Directors shall be authorised to decide on other terms
and conditions relating to the repurchase of its own shares.

The authorisation shall be valid up to and including 21 March 2006.

A proposal by the Board of Directors to authorise the Board of
Directors to dispose of shares in the Company held by the same.

The Board of Directors shall be authorised to dispose of Series A and
Series R shares in the Company held by the same up to a maximum
number of shares corresponding to the maximum numbers set forth above
with respect to the authorisation to repurchase the Company's own
shares.

It is proposed that the Board of Directors shall be authorised to
decide to whom and in which manner to dispose of the shares in the
Company. The shares could be disposed of by derogation from the
pre-emptive rights of the existing shareholders, as consideration in
possible corporate acquisitions or other arrangements and also be
sold in public trading.

The Board of Directors shall be authorised to decide on the sales
price or other consideration for the shares as well as on the basis
for the determination of such consideration and the shares can be
disposed of for other consideration than cash.

The Board of Directors shall be authorised to decide on all other
terms and conditions of the disposal.

The authorisation shall be valid up to and including 21 March 2006.

A proposal by the shareholders Matti Liimatainen and Annina Käppi.

Shareholders Liimatainen and Käppi propose that:

- in its wood procurement in Finland Stora Enso Oyj commits itself to
socially, ecologically and economically sustainable principles by
specifying in its purchases from the Finnish state enterprise
Metsähallitus that wood shall not be procured from specific
restricted forest areas in the Lapp people's native locality in Inari
that are considered especially valuable for reindeer herding as
reindeer grazing forest areas.

- Stora Enso continues its normal wood procurement from
privately-owned forests in the Inari area and from Metsähallitus's
areas other than the restricted reindeer grazing forest areas marked
on the maps by Inari reindeer herding co-operatives.


Board composition and auditors
Shareholders representing more than 50 per cent of the votes in the
Company have confirmed that they will propose to the AGM that the
Board of Directors shall have 10 members and that of the present
members Lee A. Chaden, Claes Dahlbäck, Harald Einsmann, Jukka
Härmälä, Ilkka Niemi, Jan Sjöqvist and Marcus Wallenberg be
re-elected to continue in their office and Gunnar Brock, Birgitta
Kantola and Matti Vuoria be elected as new members until the end of
the following AGM.

The above-mentioned shareholders have further confirmed that they
will propose to the AGM that Authorised Public Accountants
PricewaterhouseCoopers Oy be elected to act as an auditor of the
Company until the end of the following AGM.

Dividend
The Board of Directors has decided to propose to the AGM the
distribution by the Company of a dividend for the year 2004 in an
amount of EUR 0.45 per share. The Board of Directors has determined
that the dividend record date is 29 March 2005. The Board of
Directors proposes to the AGM that the dividend payment is issued by
the Company on 8 April 2005.


For further information in AGM matters, please contact:
Jyrki Kurkinen, General Counsel, tel. +358 2046 21217
Johan Feldreich, Deputy General Counsel, tel. +46 23 78 21 32


The AGM will be held on Tuesday 22 March 2005 at 4 p.m. (Finnish
time) at Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland. The
AGM will be conducted in the Finnish language. In the meeting room
simultaneous translation will be available into the Swedish, English
and, when relevant, Finnish languages. The AGM will be webcast live
at www.storaenso.com/investors.


Appendix

Gunnar Brock, born 1950, President and CEO of Atlas Copco Group, has
extensive international experience from top management positions in
large leading corporations. He has been President and CEO of Tetra
Pak Group where he also held various international positions,
President and CEO of Alfa Laval Group and CEO of Thule International.
He is a member of the Board of OMX and Lego AS, and a member of the
Royal Swedish Academy of Engineering Sciences (IVA). He has a Master
of Science degree in Economics and Business Administration from the
Stockholm School of Economics.

Birgitta Kantola, born 1948, Partner of Birka Consulting Ab,
Helsinki, has extensive experience of several top management
positions within finance. She has held executive positions, including
CFO both at International Finance Corporation (IFC), Washington DC
and Nordic Investment Bank (NIB), Helsinki. She started her career in
finance at IMF, Washington DC and Kansallis-Osake-Pankki (a Finnish
predecessor of Nordea Bank). Currently she is a member of the Board
of Varma Mutual Pension Insurance Company, Nordea Bank, Fortum
Corporation, Vasakronan AB and Akademiska Hus AB. She has a degree
from Vasa Commercial College and a Master of Laws degree from the
University of Helsinki, and has completed a Harvard University
Executive Development Program.

Matti Vuoria, born 1951, is President and CEO of Varma Mutual Pension
Insurance Company. He was previously full-time Chairman of Fortum
Corporation, a leading energy company in the Nordic area including
the Baltic Rim. He has held several positions at the Finnish Ministry
of Trade and Industry and is currently Vice Chairman of the Board of
Danisco A/S and a member of the Board of Nokian Tyres plc and Sampo
plc. He has a Master of Laws degree from the University of Turku and
a Bachelor of Arts degree from the University of Oulu.

Krister Ahlström, Björn Hägglund, Barbara Kux and Paavo Pitkänen are
not seeking re-election.

For further information, please contact:
Claes Dahlbäck, Chairman, tel. +46 8 614 2013
Jukka Härmälä, CEO, tel. +358 2046 21404




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www.storaenso.com/investors

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Stora Enso is an integrated paper, packaging and forest products
company producing publication and fine papers, packaging boards and
wood products, areas in which the Group is a global market leader.
Stora Enso sales totalled EUR 12.2 billion in 2003. The Group has
some 44 000 employees in more than 40 countries in five continents
and about 15.7 million tonnes of paper and board annual production
capacity and 7.4 million m3 of sawn wood products, including 2.8
million m3 of value-added products. Stora Enso's shares are listed in
Helsinki, Stockholm and New York.
Stora Enso Oyj
Business ID 1039050-8