BUSINESS OPERATIONS AND VALUE CREATION
SUSTAINABILITY REPORT
FINANCIAL DEVELOPMENT
GOVERNANCE
5. Capital structure and financial risks
■ 5.1 Shareholders’ equity
Changes in share capital
Share capital
EUR million 1 Jan 2021
Series A
Series B
Total 557.9
51.6 -0.1 51.5
506.3
Conversion of A shares into B shares
0.1
31 Dec 2021
506.4
557.9
Conversion of A shares into B shares 31 Dec 2022
51.5
506.4
557.9
Each series A share confers to its holder twenty (20) votes at the General Meeting of Shareholders, and each series B share confers to the holder one (1) vote. All shares carry the same right to receive a dividend. Metsä Board’s A shares can be converted to B shares if shareholder or representative of the nominee registered shares makes a written request for the conversion to the company. No monetary consideration is paid for the conversion.
Number of shares
Outstanding shares
Treasury shares
shares
Series A
Series B
Total
Series B
Total
1 Jan 2021
32,887,151
322,625,595
355,512,746
355,512,746
Conversion of A shares into B shares
-84,976
84,976
31 Dec 2021
32,802,175
322,710,571
355,512,746
355,512,746
Conversion of A shares into B shares Acquisition of treasury shares
-1,000,000 321,710,571
-1,000,000 354,512,746
1,000,000 1,000,000
31 Dec 2022
32,802,175
355,512,746
The share has no nominal value. All shares have been paid in full. The weighted average number of shares, which does not include Metsä Board Oyj’s treasury shares, is 355,359,331 (355,512,746) pieces.
Translation differences Translation differences include translation differences arising from translation of subsidiaries in other currencies than euro and gains and losses arising on hedging of net investments in these subsidiaries less deferred tax, when requirements of hedge accounting have been fulfilled. Net investments were not hedged in Metsä Board Group in 2022 or in 2021.
Fair value and other reserves
EUR million
2022 282.2
2021 116.6
Fair value reserve
Legal reserve and reserves stipulated by the Articles of Association
1.7
1.7
Total
283.9
118.3
Fair value reserve Fair value changes in derivatives designated as cash flow hedges are recorded to fair value reserve deducted by deferred tax effect. Additionally, the fair value change of Pohjolan Voima Oyj shares recognised by the Group as other investments is moved to the reserve with deferred tax effect deducted. Legal reserve and reserves stipulated by the Articles of Association Legal reserve and reserves stipulated by the Articles of Association have been created and accumulated on resolutions by the General Meeting of Shareholders.
Translation differences in other comprehensive income
Cumulative translation
EUR million
2022 -77.5
2021 -27.6
2022 -49.9
2021 -10.0
SEK
RUB *
-7.0 6.5
7.0 6.5
0.7 6.1
USD CNY GBP
13.1
-0.6
-0.1
-0.5 -0.1
0.5 0.4
Others
1.0
1.0
Total
-64.0
-27.2
-36.9
-2.3
* RUB denominated translation difference arises mostly from associate company Metsä Fibre.
In June 2022, as a consequence of the discontinuation of Russian business operations, the Group recognised an expense of EUR 0.6 million for accu- mulated Russian ruble-denominated translation differences. The Russian ruble-denominated translation differences accumulated since June 2022 have been reported in the financial items in the income statement. Since March 2022, the rate used for the Russian ruble is the closing rate for EUR/ RUB published by Refinitiv.
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