METSÄ BOARD Annual review 2023
Key characteristics of Performance based share incentive scheme 2017–2021 are summarised in the table below:
Key characteristics of Performance based share incentive scheme 2020–2024 are summarised in the table below:
Performance based share incentive scheme 2017–2021
Performance based share incentive scheme 2020–2024
Committing based share incentive plan 2020–2024
Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6
31 Dec 2023
2017–2019
2018–2020
2019–2021
Total
31 Dec 2023
2020–2022
2021–2023
2022–2024
2022–2024
Total
Key characteristics Shares allocated to the scheme, shares
Key characteristics Shares allocated to the scheme, shares
280,694
280,694
590,788
453,650
437,545
20,838
1,502,821
Strategy and financial targets
Grant date(s)
2.4.2019, 13.6.2019, 12.8.2019, 13.1.2022
Grant date(s)
27.1.2020, 18.6.2021 27.1.2021, 18.6.2021 31.1.2022, 8.11.2022
7.10.2022
Criteria
Equity ratio, ROCE ja EBIT
Equity ratio, ROCE ja EBIT
Equity ratio, ROCE ja EBIT
8
Value creation
Criteria
Equity ratio, ROCE ja EBIT
Personnel (31 December 2023)
29
Personnel (31 December 2023)
23
Factors used to determine fair value (EUR) 1)
Financial development 10 Key figures 12
Factors used to determine fair value (EUR) 1)
Share price at grant date Share fair value at grant date
5.46 4.66 0.27 8.26
8.93 8.15 0.27 7.19
9.44 8.21 0.41 7.19
7.74 6.68 0.53
Share price at grant date Share fair value at grant date
5.82 5.20 0.31 8.86
Report of the Board of Directors
Annual dividend assumption in fair value measurement Share price at payment date / balance sheet date
20 72
• Sustainability statement • Sustainability statement assurance report
Annual dividend assumption in fair value measurement Share price at payment date / balance sheet date
7.19
Fair value on balance sheet date
2,657,030
3,416,959
2,098,187
139,198
8,311,374
Fair value on balance sheet date
1,885,138
1,885,138
Effect on result and financial position (EUR)
Effect on result and financial position (EUR)
74
Consolidated financial statements
Expense in 2023, share-based payments settled as equity Share-based payments settled in cash, unpaid part, estimate
686,596
797,661
248,185 961,874
70,079 80,516
1,802,521 2,619,084
Expense in 2023, share-based payments settled as equity Share-based payments settled in cash, unpaid part, estimate
418,968
418,968
1,576,693
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
Number of shares 1 January 2023 2) Outstanding at the beginning of the period
Number of shares 1 January 2023 2) Outstanding at the beginning of the period
564,054
413,980
421,099
20,838
1,419,971
173,573
173,573
Changes during the year Shares forfeited
Changes during the year Shares exercised
1,574
4,689
6,263 50,021
173,573
173,573
Shares exercised Shares expired
50,021
933
933
Number of shares 31 December 2023 Outstanding at the end of the period
Number of shares 31 December 2023 Outstanding at the end of the period
513,100
412,406
416,410
20,838
1,362,754
1) The fair value of the share settled component at the grant date was the share price of Metsä Board Corporation’s B share less any dividends estimated by analyst consensus to be paid before the payment of the incentive. The fair value of the share based payment is recognised to the number of shares based on the best available estimate of the total incentive to which the participants are expected to be entitled. 2) The amounts in the table represent net amounts, i.e. the number of shares to be given based on the share based payment schemes. In addition, the payment will include a cash settled component used to cover taxes and tax-like charges.
1) The fair value of the share settled component at the grant date was the share price of Metsä Board Corporation’s B share less any dividends estimated by analyst consensus to be paid before the payment of the incentive. The fair value of the share based payment is recognised to the number of shares based on the best available estimate of the total incentive to which the participants are expected to be entitled. 2) The amounts in the table represent brutto amounts, i.e. the number of shares to be given based on the share based payment schemes. In addition, the payment will include a cash settled compo- nent used to cover taxes and tax-like charges.
170 Remuneration report 174 Investor relations and investor information
86
87
Consolidated financial statements | METSÄ BOARD ANNUAL REVIEW 2023
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