Notice of the Annual General Meeting

Notice is given to the Shareholders of Svenska Cellulosa Aktiebolaget SCA of the
Annual General Meeting of Shareholders to be held on Wednesday, 15 April 2015,
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 Thursday, 9 April 2015, and

– give notice of their intention to attend the meeting no later than
Thursday, 9 April 2015.

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 www.sca.com

– by mail to Svenska Cellulosa Aktiebolaget SCA, Group Function Legal
Affairs, P.O. Box 200, SE-101 23 Stockholm, Sweden

In addition to notification, shareholders who have their shares registered
through a bank or other nominee must request to be entered into the share
register temporarily by Thursday, 9 April 2015 at the latest, in order to be
entitled to attend the meeting. In such cases, the shareholder should instruct
the nominee of this well in advance of Thursday, 9 April 2015.

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 www.sca.com. 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. 1. Opening of the meeting and election of chairman of the meeting.
2. 2. Preparation and approval of the voting list.
3. 3. Election of two persons to check the minutes.
4. 4. Determination of whether the meeting has been duly convened.
5. 5. Approval of the agenda.
6. 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. 7. Speeches by the chairman of the board of directors and the
president.
8. 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,

1. 9. Resolution on the number of directors and deputy directors.
2. 10. Resolution on the number of auditors and deputy auditors.
3. 11. Resolution on the remuneration to be paid to the board of
directors and the auditors.
4. 12. Election of directors, deputy directors and chairman of the board
of directors.
5. 13. Election of auditors and deputy auditors.
6. 14. Resolution on guidelines for remuneration for the senior
management.
7. 15. Closing of the meeting.

Proposal for resolution under Item 1

The nomination committee proposes Eva Hägg, 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 5.25 per share and that the
record date for the dividend be Friday, 17 April 2015. Payment through Euroclear
Sweden AB is estimated to be made on Wednesday, 22 April 2015.

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, Leif Johansson,
Bert Nordberg, Anders Nyrén, Louise Julian Svanberg and Barbara Milian
Thoralfsson and election of Annemarie Gardshol and Magnus Groth as new
directors. Pär Boman is proposed to be elected as chairman of the board of
directors.
Sverker Martin-Löf and Jan Johansson have declined re-election.
Annemarie Gardshol, born in 1967, holds a Master of Engineering and is Head of
eCommerce & Corporate Clients and Chief Strategy Officer of Postnord. Annemarie
Gardshol is member of Postnord’s Group Executive Team since 2012. Annemarie
Gardshol is also director of Etac AB. Previously, Annemarie Gardshol has held
various managing positions within Gambro within the fields of strategy, global
marketing and R&D and she was previously also Management consultant at McKinsey
& Company.
Magnus Groth, born in 1963, holds a Master of Engineering and a Master of
Business Administration and is the CEO of SCA since 1 March 2015. Magnus Groth
is also director of Acando AB. Previously, Magnus Groth was head of the Consumer
Goods Europe business of SCA, and he has also been the CEO of Studsvik AB
(publ).

– Re-election of the registered accounting firm PricewaterhouseCoopers
AB, for the period until the end of the annual general meeting 2016.

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 2014.

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, www.sca.com, no later than 25 March 2015, 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 85,652,182 are series A shares and 619,457,912 are series B shares,
representing a total of 1,475,979,732 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 2015

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 10, 2015 at
19:25 CET
For further information, please contact:
Karl Stoltz, Media Relations Manager, 46 8 788 51 55
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 Libero, Libresse,
Lotus, Nosotras, Saba, Tempo and Vinda. As Europe’s largest private forest
owner, SCA places considerable emphasis on sustainable forest management. The
Group has about 44,000 employees. Sales in 2014 amounted to approximately SEK
104bn (EUR 11.4bn). SCA was founded in 1929, has its headquarters in Stockholm,
Sweden, and is listed on NASDAQ OMX Stockholm. For more information, visit
www.sca.com.

Notice of the Annual General Meeting

Attachments