■ Resolutions of 2022 Annual General Meeting and the Board of Directors’ authority to issue shares The 2022 Annual General Meeting was held on 24 March 2022 in accordance with exceptional procedures. The General Meeting decided to distribute a dividend of EUR 0.41 per share. The dividend payment date was 7 April 2022. The general meeting resolved that the annual remuneration of the members of the Board of Directors be increased such that the Chair will be paid EUR 99,000, the Vice Chair EUR 85,000 and ordinary members EUR 67,000 per year. In addition, it was decided to keep the meeting fees unchanged at EUR 800 for each attended meeting of the Board of Direc- tors and its Committees. The general meeting resolved that approximately one half of the remuneration is paid in the company’s B-series shares to be acquired from public trading. The transfer of such shares is restricted for a period of two years. Further, the Chair of the Audit Committee is paid an additional monthly remuneration of EUR 900. The General Meeting resolved to approve the Remuneration Report in an advisory vote. The general meeting fixed the number of Board members to nine (9) members and elected the following persons as members of the Board of Directors: Hannu Anttila, M.Sc (Economics), Raija-Leena Hankonen-Ny- bom M.Sc (Economics), Erja Hyrsky M.Sc (Economics), Ilkka Hämälä, M.Sc. (Technology), Mari Kiviniemi M.Soc.Sc. (Econ.), Jussi Linnaranta, M.Sc (Agriculture), Jukka Moisio M.Sc (Economics), Timo Saukkonen M.Sc (Agriculture) and Veli Sundbäck, LL.M. The term of office of the Board members continues until the end of the next Annual General Meeting. The Annual General Meeting resolved to authorise the Board to decide on a share issue and the issue of special rights entitling to shares as defined in 1§ of Chapter 10 of the Companies Act. The authorisation applies to B-shares. By virtue of the authorisation the Board is entitled to issue up to 35,000,000 new B-series shares, including shares to be issued pursuant to rights entitling to shares. The number of shares corresponds to approximately 10% of all current shares. This authorisation is effective until 30 June 2023. The Annual General Meeting resolved to authorise the Board to decide on the acquisition of the company’s own shares. The number of shares to be acquired based on the authorisation shall not exceed 1,000,000 B-shares, which corresponds to approximately 0.3% of all current shares. This authorisation is effective until 30 June 2023. ■ Near-term outlook The decline in global economic growth and consumers’ purchasing power is causing uncertainty in the market. The visibility of paperboard sales development is weak. Metsä Board’s paperboard delivery volumes in January–March are expected to remain at roughly the same level as in October–December (418,000 tonnes). The average prices for folding boxboard are expected to increase.
The demand outlook for market pulp is uncertain due to global economic developments. In the first quarter, market pulp prices are slightly lower than in the previous quarter. Global supply of long-fibre pulp will be reduced due to the limited availability of raw material in North America. Demand for sawmill products is expected to pick up in the second quarter. Cost pressure will continue. Following the increase in wood prices and harvesting and transport costs last year, wood costs are expected to increase in the beginning of the year. With the start-up of the new recovery boiler and turbine in Husum, depreciation in January–March is about EUR 10 million higher than in the previous quarter. No major annual maintenance shutdowns have been planned at the mills in the first quarter. Exchange rate fluctuations in January–March 2023, including the impact of hedges, will have a positive impact on the operating result compared to October–December 2022, and a notably positive impact on the operating result compared to January–March 2022. ■ Board of Directors’ proposal for dividend The distributable funds of the parent company on 31 December 2022 were EUR 609.3 million, of which the retained earnings for the financial year are EUR 398.6 million. The Board of Directors proposes to the Annual General Meeting to be held on 23 March 2023 that a dividend of EUR 0.58 per share be distributed for the 2022 financial period. The proposed dividend corresponds to 50% of the earnings per share for 2022. The amount of dividend totals approximately EUR 206 million. The dividend will be paid to shareholders who are registered in the com- pany’s shareholders register held by Euroclear Finland Oy on the dividend payment record date of 27 March 2023. The Board of Directors proposes 5 April 2023 as the dividend payment date.
Report of the Board of Directors | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022
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