Commentary & Deal Flow

IPTs: PerpNC3: 6.125%a PerpNC5.5: 6.500%a

• Issuer: Stora Enso Oyj (Ticker: STERV, Country: FI)
• Issuer LEI: 7437000ZP669LKUTZ738
• Issuer Ratings: Baa3 (stable) / BBB- (stable) by Moody's / Fitch
• Capital Securities Rating: Ba2 by Moody’s
• Equity Credit: Moody’s: Basket M (50%)
• Ranking: Direct, unsecured and subordinated obligations of the Issuer ranking (i) in priority to the share capital of the Issuer, (ii) pari passu among themselves and with any Parity Securities and, (iii) junior to all unsubordinated obligations of the Issuer and all Subordinated Indebtedness
• Format: Reg S, Bearer
• Pricing Date: 10-Apr-26
• Settlement: 17-Apr-26 (T+5)
• Size:
• • PerpNC3: €500m (no grow)
  • PerpNC5.5: €500m (no grow)
• IPTs:
• • PerpNC3: 6.125% area
  • PerpNC5.5: 6.500% area
• Maturity:
• • PerpNC3: Perpetual
  • PerpNC5.5: Perpetual
• First Optional Redemption Date:
• • PerpNC3: 17-Mar-29
  • PerpNC5.5: 17-Jul-31
• First Reset Date:
• • PerpNC3: 17-Apr-29 (Year 3)
  • PerpNC5.5: 17-Oct-31 (Year 5.5)
• Interest Payment Dates:
• • PerpNC3: Annually in arrear on 17 April of each year, commencing 17-Apr-27
  • PerpNC5.5: Annually in arrear on 17 October of each year, commencing 17-Oct-26 (short first coupon)
• Interest:
• • PerpNC3: [•]% fixed rate to First Reset Date. Thereafter, reset every 5 years at 5-year Mid-Swap + initial margin + relevant step-up
  • PerpNC5.5: [•]% fixed rate to First Reset Date. Thereafter, reset every 5 years at 5-year Mid-Swap + initial margin + relevant step-up
• Step-ups:
• • PerpNC3: 17-Apr-36: +100bps
  • PerpNC5.5: 17-Oct-36: +100bps
• Interest Deferral: Optional deferral (in whole or in in part), on a cumulative basis. Any deferred Interest Payment shall themselves bear interest.
• Deferred Interest Payment: The Issuer may pay Arrears of Interest (in whole or in part) at any time. Arrears of Interest will be due and payable (in whole but not in part) at the earliest of any of the following events: (i) on the tenth Business Day following a Deferred Interest Payment Event, (ii) on an Interest Payment Date in respect of which the Issuer does not elect to defer the interest accrued in whole and (iii) the date on which the Capital Securities are redeemed or repaid in accordance with Condition 6 (Redemption) or Condition 12 (Default and Enforcement)
• Deferred Interest Payment Event: Deferred Interest Payment Event shall mean any one or more of the following events: (i) a declaration or payment of any distribution or dividend or any other payment made by the Issuer on its share capital or any other obligation of the Issuer ranking junior to the Capital Securities or any Parity Securities; (ii) declaration or payment of any distribution or dividend or any other payment made by the Issuer or any Subsidiary of the Issuer on any Parity Securities; (iii) redemption, repurchase or other acquisition by the Issuer or any Subsidiary of the Issuer of the Issuer’s share capital or any other obligation of the Issuer ranking junior to the Capital Securities or any Parity Securities; and/or (iv) redemption, repurchase or other acquisition by the Issuer or any Subsidiary of the Issuer of any Capital Securities or any Parity Securities, in each case subject to customary exceptions
• Redemption at the Option of the Issuer:
• • PerpNC3: The Issuer may call and redeem the Capital Securities (in whole but not in part) at par from (and including) the First Optional Redemption Date up to (and including) the First Reset Date (1-month par call), and on each Interest Payment Date thereafter
  • PerpNC5.5: The Issuer may call and redeem the Capital Securities (in whole but not in part) at par from (and including) the First Optional Redemption Date up to (and including) the First Reset Date (3-month par call), and on each Interest Payment Date thereafter
• Make-Whole Call: Applicable (in whole but not in part) at any time, other than (i) during the period from (and including) the First Optional Redemption Date to (and including) the First Reset Date or (ii) on any Interest Payment Date thereafter at the applicable Make-whole Redemption Amount
• Make-Whole Redemption Amount: Greater of (i) par or (ii) present value of remaining cash flows to the next optional par call date at the Make-whole Redemption Rate (i.e. 15 per cent. of the margin above the benchmark government security, rounded up to the nearest 5bps; or (ii) 50bps)
• Special Event Redemption: Accounting Event / Capital Event / Tax Deductibility Event (each at 101% before the First Optional Redemption Date; 100% thereafter). Clean-Up Call (75%) / Withholding Tax Event (each at 100%)
• Substitution and Variation: Yes, at any time an Accounting Event, a Capital Event, a Tax Deductibility Event or a Withholding Tax Event has occurred and is continuing (subject to conditions)
• Denominations: €100k + €1k
• Governing Law: English, save for the provisions of Condition 3(a) (Subordination and Rights on an insolvency – Rights on an Insolvency), Condition 3(c) (Subordination and Rights on an insolvency – Corporate Restructuring) which will be governed by Finnish law
• Documentation: Standalone
• Use of Proceeds: General corporate purposes including refinancing of existing debt and upcoming maturities
• Listing: Euronext Dublin, Global Exchange Market
• Selling Restrictions: Reg S (Cat 2) / TEFRA D; No sales to and no communication with US investors, including offshore US investors.
• Canadian Sales: Offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law
• Joint Structuring Agents: J.P. Morgan, SEB
• Joint Bookrunners: BofA Securities, Deutsche Bank, J.P. Morgan (B&D), SEB
• ISIN:
• • PerpNC3: XS3306627780
  • PerpNC5.5: XS3306632517
• Target Market: Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as not available to retail in EEA and the UK or elsewhere
• Advertisement: The final Listing Particulars, when published, will be available at: www.euronext.com/en/markets/dublin
• Marketing: URL: www.netroadshow.com / Entry Code: STORA26 Direct Link: www.netroadshow.com/nrs/home/#!/?show=676b9623
• Timing: Books open, today’s business