Metsä Board Annual and sustainability report 2022

Dividend policy Metsä Board aims to distribute at least 50% of the result for the financial period in dividends every year. The Board of Directors proposes that a dividend of EUR 0.58 per share be distributed for the 2022 financial period, corresponding to 50% of the earnings per share in 2022.

Shareholdings of the members of the Board of Directors and CEO on 31 December 2022

Holding

Ilkka Hämälä

Chair of the Board of Directors Vice Chair of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors Member of the Board of Directors

287,349 B shares 29,801 B shares 147,575 B shares 6,956 B shares 9,456 B shares 3,633 B shares 12,231 B shares 16,831 B shares 74,908 B shares 352,500 B shares

Jussi Linnaranta

Hannu Anttila

Raija-Leena Hankonen

Erja Hyrsky

Mari Kiviniemi Jukka Moisio Timo Saukkonen

Board of Directors’ authority to issue shares

Veli Sundbäck

The Board of Directors is authorised to decide on an issue of shares and any special rights with an entitlement to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act as follows. The maximum number of shares that can be issued on the basis of the authorisa- tion is 35,000,000 B shares, which corresponds to approximately 10% of all shares in the company. The Board of Directors decides on all terms and conditions applicable to the issue of shares and the special rights with an entitlement to shares. The authorisation applies to both an issue of new shares and the assignment of own shares. The issue of shares and any special rights with an entitlement to shares may occur in departure from a shareholder’s subscription right (private placement). The authorisation is valid until 30 June 2023. The authorisation was fully unused on 31 December 2022. Impact of change in control Some of Metsä Board’s shareholder agreements concerning resource and associated companies include provisions under which Metsä Board must offer its shares in an associated company for sale to the other shareholders in the case of a change of control of Metsä Board. Of these agreements, pursuant to the shareholders agreement of Metsä Fibre Oy, Metsä Fibre’s shareholders should offer their shares for sale to the other shareholders in the case of a change of control. A decrease in the voting rights of Metsäliitto Cooperative in Metsä Board to below 50% would not, however, obligate Metsä Board to offer its shares in Metsä Fibre Oy for sale.

Mika Joukio

CEO

Share holdings of the Corporate Management Team members are presented on pages 178–179.

DIVIDEND

DIVIDEND / NET RESULT %

EUR

7.0 6.0 5.0 4.0 3.0 2.0 1.0 0

0.70 0.60 0.50 0.40 0.30 0.20 0.10 0

60 50 40 30 20 10 0

18 19 20 21 22

Dividend/share, EUR Dividend yield, %

163

Shares and shareholders | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022