Metsä Board Annual Review 2024

METSÄ BOARD Annual review 2024

3.3 Share-based payments

Key characteristics of Performance based share incentive scheme 2020–2024 are summarised in the table below:

systems have a salary proportional ceiling and the part exceeding it is cut and not paid at all. The scheme includes a two-year commitment period. If the key employee’s employment ends during the commitment period, the key person must, as a rule, return the delivered shares to the Company free of charge. Based on the fulfillment of the criteria for the earning period 2021–2023, 223,325 Metsä Board Oyj B shares and a cash contribution were paid to cover taxes and tax-like payments arising from the reward at the time of the transfer of the shares. Committing-based share incentive scheme 2020–2024 and Committing-based share incentive scheme 2023–2027 The scheme offers key employees in the target group the opportunity to receive Metsä Board Corporation’s B-series shares, provided that the par- ticipant’s employment relationship remains in force and continues in force until the end of the restriction period. The scheme has restriction periods of 12 to 36 months. The reward is paid partly in shares and partly in cash and the cash portion is intended to cover taxes and tax-like payments. As a rule, rewards are not paid if the participant’s employment relationship ends during the restriction period. Committing-based share incentive scheme 2023–2027 has not any allocations. Based on the fulfillment of the criteria for the earning period 2022–2024, 11,394 Metsä Board Oyj B shares and a cash contribution were paid to cover taxes and tax-like payments arising from the reward at the time of the transfer of the shares.

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

Performance based share incentive scheme 2020–2024

Committing based share incentive

Accounting principles Share-based incentive programmes in which the payments are made with equity instruments and cash have been established for the company’s top executives. The Group’s share-based incentive schemes have been treated in full as arrangements settled in shares. The incentives granted are measured at fair value on the grant date, and recognised as expenses in the income statement and equity evenly over the vesting period. The effect on profit of the incentive programmes is presented under employee costs. During the review period, Metsä Board had four active share-based incentive schemes: Performance and committing based share incentive schemes 2020–2024 which the company Board of Directors decided to adopt on 12 December 2019, Performance and committing based share incentive schemes 2023–2027 of which the company Board of Directors decided to adopt on 15 December 2022 ,as part of company’s incentive and key personnel retention programme. The effect on consolidated income statement of share-based incentive schemes amounted to EUR 1,481,115 (2,224,395) in 2024. Performance based share incentive scheme 2020–2024 and Performance based share incentive scheme 2023–2027 The schemes offer the participants the possibility to be awarded Metsä Board Corporation’s B shares for achieving set goals for three-year periods. Incentive periods are the calendar years 2020–2022, 2021–2023, 2022–2024, 2023–2025, 2024–2026 and 2025–2027. The number of shares allocated includes both the share and the cash portion. Accordingly, the reward is paid partly in shares and partly in cash and the cash portion is intended to cover taxes and tax-like payments. The bonus is not paid if the person’s employment ends before the end of the earning period. The

31.12.2024

2020–2022

2021–2023

2022–2024

Total

Key characteristics Shares allocated to the scheme, shares

590,788

453,650

437,545

20,838

1,502,821

Strategy and financial targets

27.1.2020, 18.6.2021, 13.1.2022

27.1.2021, 18.6.2021, 13.1.2022

31.1.2022, 8.11.2022, 28.2.2024

7.10.2022

Grant date(s)

Value creation

Criteria

Equity ratio, ROCE ja EBIT

Employment condition

Personnel (31 December 2024)

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 7.09

9.44 8.21 0.41 4.24

7.74 6.68 0.53 5.29

Report of the Board of Directors

20 20 37 70 89 96

• Sustainability statement

Annual dividend assumption in fair value measurement Share price at payment date / balance sheet date

General information

Fair value on balance sheet date

3,416,959

1,867,589

5,284,548

E – Environment

Effect on result and financial position (EUR)

S – Social responsibility

Expense in 2024, share-based payments settled as equity Share-based payments settled in cash, unpaid part, estimate

513,158

647,739

267,610 448,518

52,607

1,481,115 448,518

G – Governance

Annexes to the Sustainability statement

Number of shares 1 January 2024 2) Outstanding at the beginning of the period

98 Consolidated financial statements 102 Notes to the consolidated financial statements 150 Parent company financial statements 153 Notes to the parent company financial statements 166 The Board’s proposal to the Annual General Meeting for the distribution of funds 167 Auditor’s Report 171 Sustainability statement assurance report 173 Shares and shareholders 177 Ten years in figures 178 Taxes 179 Production capacities 181 Calculation of key ratios and comparable performance measures Corporate governance 183 Corporate governance statement 190 • Board of Directors of Metsä Board 194 • Corporate Management Team of Metsä Board

513,100

412,406

416,410

20,838

1,362,754

Changes during the year Shares forfeited

3,578

Shares exercised

513,100

33,593

20,838

567,531

Number of shares 31 December 2024 Outstanding at the end of the period

378,813

415,508

794,321

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.

196 Remuneration report 201 Investor relations and investor information

110

111

Consolidated financial statements | METSÄ BOARD ANNUAL REVIEW 2024