Metsä Board Annual review 2023

METSÄ BOARD Annual review 2023

Shares and shareholders

Other Reporting Requirements

In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Other opinions We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the treatment of distributable funds is in compliance with the Limited Liability Companies Act. We support that the Board of Directors of the parent company and the Managing Director should be discharged from liability for the financial period audited by us.

Information on our audit engagement We were first appointed as auditors by the Annual General Meeting on 28 March 2012, and our appointment represents a total period of uninterrupted engagement of 12 years. Other Information The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report but does not include the financial statements and our auditor’s report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.

Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6

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.

DIVIDEND

DIVIDEND / NET RESULT %

Metsä Board’s shares Metsä Board’s shares are listed on the Nasdaq Helsinki. The share capital of the company on 31 December 2023 was EUR 557,881,540.40. Metsä Board has two series of shares. At the end of 2023, there were 32,802,175 A shares and 322,710,571 B shares. Each series A share entitles its holder to twenty (20) votes at a Gen- eral Meeting of Shareholders, and each series B share entitles the holder to one (1) vote. Metsä Board’s A shares can be converted to B shares if a shareholder or a representative of the nominee registered shares makes a written request for a conversion to the company. In 2023, there were no share conversions. 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 0.25 per share be paid for the 2023 financial period. The dividend payment, in total EUR 89 million, corresponds to 94% of the result for the 2023 financial period.

EUR

0.70 0.60 0.50 0.40 0.30 0.20 0.10 0

7.0 6.0 5.0 4.0 3.0 2.0 1.0 0

100 80 60 40 20 0

Strategy and financial targets

Value creation

Financial development 10 Key figures 12

19 20 21 22 23

Report of the Board of Directors

Dividend/share, EUR Dividend yield, %

20 72

• Sustainability statement • Sustainability statement assurance report

Helsinki, February 8, 2024 KPMG Oy Ab

Basic information on Metsä Board’s shares

Consolidated financial statements

Metsä Board’s A share

Metsä Board’s B share

78 Notes to the consolidated financial statements 126 Parent company financial statements 129 Notes to the parent company financial statements 142 The Board’s proposal to the Annual General Meeting for the distribution of funds 143 Auditor’s Report 147 Shares and shareholders 151 Ten years in figures 152 Taxes 153 Production capacities 155 Calculation of key ratios and comparable performance measures Corporate governance 157 Corporate governance statement 165 • Board of Directors of Metsä Board 168 • Corporate Management Team of Metsä Board

Listing

Nasdaq Helsinki 2 January 1987

Kirsi Jantunen Authorized Public Accountant, KHT

Date of listing

Market cap segment

Large Cap

Ticker symbol

METSA

METSB

ISIN code

FI0009000640

FI0009000665

Reuters code

METSA.HE METSA FH 32,802,175

METSB.HE METSB FH 322,710,571

Bloomberg code

Number of shares 31 Dec 2023

Trading on the Nasdaq Helsinki in 2023 (2022)

Metsä Board’s A share

Metsä Board’s B share

Board of Directors’ authority to issue shares

Closing price on 31 December, EUR

7.80 (10.15) 7.48 (7.66) 13.05 (10.50) 2,132 (3,357)

7.19 (8.77) 6,26 (7.09) 8,96 (10.49)

Lowest price, EUR Highest price, EUR

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 2023. Impact of change in control Some of Metsä Board’s shareholder agreements concerning resource and associated companies include provisions under which Metsä Board

Average daily trading volume, no. of shares

466 223 (347 165)

Total trading volume, no. of shares Market capitalisation, EUR million

535,219 (849,346)

117,021,973 (87,832,699)

256 (333)

2,320 (2,829)

Share price development 2023

Metsä Board A Metsä Board B Trading volume

EUR

Million shares

15.0

5.0

170 Remuneration report 174 Investor relations and investor information

13.0

4.0

11.0

3.0

9.0

2.0

7.0

1.0

5.0

0.0

Source: Euroland https://www.metsagroup.com/metsaboard/investors/share-tools/share-monitor/

146

147

Shares and shareholders | METSÄ BOARD ANNUAL REVIEW 2023