Expert Corporate Governance Service (ECGS)
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SCA, March 20 2019

In general, Svenska Cellulosa ("SCA") is in compliance with the Swedish regulations relating to the organisation and procedures of the AGM.

Under ITEM 11, the nomination committee proposes to increase the remuneration of the board of directors by approximately 4.0%. In ECGS' view, the current fees are already at the upper level of Swedish market practice for a company with the size and complexity of  SCA and it therefore does not approve of any increases without adequate justification.  Since the proposal is not adequately justified, ECGS recommends to vote OPPOSE.

Under ITEMS 12.1-12.10, the (re-)election of the board of directors is proposed. In light of concerns over aggregate time commitments and some other issues, ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Pär Boman (ITEM 12.2), Ms. Annemarie Gardshol (ITEM 12.4) and Mr. Anders Sundström (ITEM 12.9).

Under ITEM 13, the nomination committee proposes to re-appoint Mr. Pär Boman as Chairman of the board of directors. As already mentioned above, ECGS has various concerns over his re-appointment and therefore does not support his re-election as board Chairman either. Accordingly, ECGS recommends to vote OPPOSE.

Finally, under ITEM 15, the board of directors seeks approval of the Company's executive remuneration guidelines. SCA's LTIP consists of performance cash of which half of the award has to be invested in the Company's shares. ECGS is not in favour of 'cash-based' LT incentives and furthermore notes that there is no disclosure to suggest that a share-ownership requirement has been established for members of the executive management. As a matter of principle, ECGS strongly favours such an ownership requirement as it serves to align the interest of members of the executive management  with those of the shareholders. As no such alignment is demonstrated, ECGS

recommends to vote OPPOSE.

Svenska Cellulosa AB Series B,

Svenska Cellulosa is a holding company. Through its subsidiaries, Co. is a global consumer goods and paper company that develops, produces and markets personal care products, tissue, publication papers and solid-wood products. Co. consists of three business areas - Personal Care, Tissue and Forest Products. Personal Care activities comprise three product segments: incontinence products, baby diapers and feminine hygiene products. Co.'s Tissue product portfolio comprises toilet paper, kitchen rolls, facial tissues, handkerchiefs and napkins. Co.'s Forest Products offers publication papers, kraftliner (packaging papers), pulp, solid-wood products and renewable energy.


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