Notice of the Annual General Meeting

| Source: Svenska Cellulosa AB SCA
Notice is given to the Shareholders of Svenska Cellulosa Aktiebolaget SCA of the
Annual General Meeting of Shareholders to be held on Thursday, 10 April 2014, at
3 p.m. in Stockholm Waterfront Congress Centre, Nils Ericsons Plan 4, Stockholm,
Sweden (registration from 1.30 p.m.)
Notification of attendance

Shareholders who wish to attend the annual general meeting must

  · be listed in the shareholders’ register maintained by Euroclear Sweden AB on
Friday, 4 April 2014, and
  · give notice of their intention to attend the meeting no later than Friday, 4
April 2014.

Notification may be given in any of the following manners:

  · by telephone +46 8 402 90 59, weekdays between 8 a.m. and 5 p.m.
  · on the company website
  · by mail to Svenska Cellulosa Aktiebolaget SCA, Corporate Legal Affairs, P.O.
Box 200, SE-101 23 Stockholm, Sweden

In order to attend the meeting, shareholders with custodian registered shares
must have such shares registered in their own names. Temporary registration of
ownership, so-called voting rights registration, should be requested from the
bank or fund manager managing the shares well in advance of Friday, 4 April

Name, personal identity number/corporate registration number, address and
telephone number, and accompanying persons, if any, should be stated when
notification is given. Shareholders represented by proxy should deliver a proxy
in the original to the company prior to the annual general meeting. Proxy forms
are available upon request and on the company website Anyone
representing a corporate entity must present a copy of the registration
certificate, not older than one year, or equivalent authorization document,
listing the authorized signatories.

Proposed agenda

1.Opening of the meeting and election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of two persons to check the minutes.
4.Determination of whether the meeting has been duly convened.
5. Approval of the agenda.
6.Presentation of the annual report and the auditor’s report and the
consolidated financial statements and the auditor’s report on the consolidated
financial statements.
7.Speeches by the chairman of the board of directors and the president.
8.Resolutions on
(a) adoption of the income statement and balance sheet, and of the consolidated
income statement and the consolidated balance sheet,
(b) appropriations of the company’s earnings under the adopted balance sheet and
record date for dividend,
(c) discharge from personal liability of the directors and the president.
9.Resolution on the number of directors and deputy directors.
10.Resolution on the number of auditors and deputy auditors.
11.Resolution on the remuneration to be paid to the board of directors and the
12.Election of directors, deputy directors and chairman of the board of
13.Election of auditors and deputy auditors.
14.Resolution on guidelines for remuneration for the senior management.
15.Closing of the meeting.

Proposal for resolution under Item 1
The nomination committee proposes Sven Unger, attorney at law, as chairman of
the annual general meeting.

Proposal for resolution under Item 8 b)
The board of directors proposes a dividend of SEK 4.75 per share and that the
record date for the dividend be Tuesday, 15 April 2014. Payment through
Euroclear Sweden AB is estimated to be made on Tuesday, 22 April 2014.

Proposals for resolutions under Items 9-13
The nomination committee proposes the following:

–  The number of directors shall be nine with no deputy directors.
–  The number of auditors shall be one with no deputy auditor.
–  The remuneration to each director elected by the meeting and who is not
employed by the company shall be SEK 700,000 and the chairman of the board of
directors is to receive SEK 2,100,000. Members of the remuneration committee are
each to receive an additional remuneration of SEK 105,000, while the chairman of
the remuneration committee is to receive an additional remuneration of SEK
135,000. Members of the audit committee are each to receive an additional
remuneration of SEK 130,000, while the chairman of the audit committee is to
receive an additional remuneration of SEK 175,000. Remuneration to the auditor
is to be paid according to approved invoice.
–  Re-election of the directors Pär Boman, Rolf Börjesson, Jan Johansson, Leif
Johansson, Sverker Martin-Löf, Bert Nordberg, Anders Nyrén, Louise Julian
Svanberg and Barbara Milian Thoralfsson. Sverker Martin-Löf is proposed to be
elected as chairman of the board of directors.
– Re-election of the registered accounting firm PricewaterhouseCoopers AB, for
the period until the end of the annual general meeting 2015.

Proposal for resolution under Item 14
The board of directors proposes that the annual general meeting adopt the
following guidelines for remuneration for the senior management.

Remuneration to the CEO and other senior managers will be a fixed amount (base
salary), possible variable remuneration, additional benefits and pension. Other
senior managers include the executive vice presidents, business unit managers
and the like, as well as the central staff managers. The total remuneration is
to correspond to market practice and be competitive on the senior manager’s
field of profession. Fixed and variable remuneration is to be linked to the
manager’s responsibility and authority. For the CEO, as well as for other senior
managers, the variable remuneration is to be limited and linked to the fixed
remuneration. The variable remuneration is to be based on the outcome of
predetermined objectives and, as far as possible, be linked to the increase of
value of the SCA share, from which the shareholders benefit. The programme for
variable remuneration should be formulated so that the board of directors, in
the event of exceptional financial conditions, may limit, or forebear, payment
of variable remuneration if such a measure is deemed to be reasonable and in
accordance with the company’s responsibility to the shareholders, employees and
other stakeholders. In the event of termination of employment, the notice period
should normally be two years should the termination be initiated by the company,
and one year, when initiated by the senior manager. Severance pay should not
exist. Pension benefits are to be determined either by benefit or charge, or by
a combination hereof, and entitle the senior manager to pension from the age of
60, at the earliest. To earn the pension benefits, the period of employment must
be long, at present 20 years. When resigning before the age entitling to
pension, the senior manager will receive a paid-up pension policy from the age
of 60. The pension is not to be based on variable remuneration. Matters of
remuneration to the senior management are to be dealt with by a remuneration
committee and, as regards the CEO, be resolved by the board of directors.

The proposal means unchanged guidelines in relation to 2013.

The nomination committee
The nomination committee is composed of Carl-Olof By, AB Industrivärden
(chairman), Håkan Sandberg, Handelsbankens Pensionsstiftelse and others, Yngve
Slyngstad, Norges Bank Investment Management, Caroline af Ugglas, Skandia, and
Sverker Martin-Löf, chairman of the board of SCA.

Additional information
The financial statements and the auditor’s report as well as other
documentation, which, according to the Companies Act, shall be made available at
the general meeting, as well as proxy forms will be available at the company and
on the company website,, no later than 20 March 2014, and will be
distributed free of charge to shareholders upon request and notification of
postal address.

The board of directors and the president shall, if any shareholder so requests
and the board of directors believes that it can be done without material harm to
the company, provide information regarding circumstances that may affect the
assessment of an item on the agenda, and regarding circumstances that can affect
the assessment of the company’s or its subsidiaries’ financial situation or the
company’s relation to other companies within the group.

The total number of shares in the company amounts to 705,110,094 shares, of
which 87,417,535 series A shares and 617,692,559 series B shares, representing a
total of 1,491,867,909 votes. The series A share carries ten votes and the
series B share carries one vote. The company holds 2,767,605 series B shares,
which may not be represented at the general meeting. The information pertains to
the circumstances as per the time of issuing this notice.

Stockholm in March 2014
Svenska Cellulosa Aktiebolaget SCA (publ)
The board of directors

NB: This announcement is made in accordance with NASDAQ OMX Stockholm’s
regulations. The information was submitted for publication on March 5, 2014 at
18.00 CET.

For additional information please contact:
Jessica Ölvestad, Press and Media Officer, +46 8 788 52 82
SCA is a leading global hygiene and forest products company. The Group develops
and produces sustainable personal care, tissue and forest products. Sales are
conducted in about 100 countries under many strong brands, including the leading
global brands TENA and Tork, and regional brands, such as Lotus, Libresse, Tempo
and Libero. As Europe’s largest private forest owner, SCA places considerable
emphasis on sustainable forest management. The Group has about 34,000 employees
year end. Sales in 2013 amounted to SEK 89bn (EUR 10.3bn). SCA was founded in
1929, has its headquarters in Stockholm, Sweden, and is listed on NASDAQ OMX
Stockholm. For more information, visit