METSÄ BOARD Annual review 2024
5. Capital structure and financial risks
Reserve for invested unrestricted equity The reserve for invested unrestricted equity fund includes other invest- ments of an equity nature and the subscription price of the shares to the extent that it is not recognised to the share capital according to the specific decision.
Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6
5.1 Shareholders’ equity
Changes in share capital
Share capital
Strategy and financial targets
EUR million 1 Jan 2023
Series A
Series B
Total 557.9
EUR million
2024 208.9
2023 208.9
51.5
506.4
8
Value creation
Reserve for invested unrestricted equity
Conversion of A shares into B shares 31 Dec 2023 Conversion of A shares into B shares 31 Dec 2024
51.5
506.4
557.9
Financial development 10 Key figures 12
Treasury shares
51.5
506.4
557.9
Each series A share confers to its holder twenty (20) votes at the General Meeting of Shareholders, and each series B share confers to the holder one (1) vote. All shares carry the same right to receive a dividend. Metsä Board’s A shares can be converted to B shares if shareholder or representative of the nominee registered shares makes a written request for the conversion to the company. No monetary consideration is paid for the conversion.
Report of the Board of Directors
Accounting principles When treasury shares are acquired, the equity belonging to the owners of the parent company is reduced by an amount that consists of the consideration paid, including immediate transac- tion costs after taxes, until the treasury shares are canceled or reissued. If the purchased treasury shares are reissued, the con- sideration received, less transaction costs after taxes, is recorded in the equity belonging to the owners of the parent company.
20 20 37 70 89 96
• Sustainability statement
General information
E – Environment
S – Social responsibility
Number of shares
G – Governance
Outstanding shares
Treasury shares
Annexes to the Sustainability statement
shares
Series A
Series B
Total
Series B
Total
1 Jan 2023
32,802,175
321,710,571
354,512,746
355,512,746
1,000,000 -298,785 701,215 -234,719
Disposal of treasury shares
298,785
298,785
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
31 Dec 2023
32,802,175
322,009,356
354,811,531
355,512,746
Disposal of treasury shares
234,719
234,719
At the end of the year, the group held 466,496 treasury shares (701,215), which corresponds to 0.1% (0.2) of the number of shares. The average purchase price of the shares was 7.82 euros (7.82) per share.
31 Dec 2024
32,802,175
322,244,075
355,046,250
466,496
355,512,746
The share has no nominal value. All shares have been paid in full. The weighted average number of shares, which does not include Metsä Board Oyj’s treas- ury shares, is 354,991,386 (354,750,822) pieces.
Shares
Shares
EUR million
2024
2024
2023
2023
Treasury shares 1.1.
-5.5
701,215
-7.8 1,000,000 2.3 -298,785
Fair value and other reserves
Translation differences Translation differences include translation differences arising from trans- lation of subsidiaries in other currencies than euro and gains and losses arising on hedging of net investments in these subsidiaries less deferred tax, when requirements of hedge accounting have been fulfilled. Net invest- ments were not hedged in Metsä Board Group in 2024 or in 2023.
1.8 -234,719
Disposal of treasury shares
-3.7
466,496
-5.5
701,215
Treasury shares 31.12.
EUR million
2024 135.7
2023 207.4
Fair value reserve
Legal reserve and reserves stipulated by the Articles of Association
1.7
1.7
Total
137.4
209.1
Dividend Dividends payable by the company are recorded as deductions to equity in the period during which the shareholders in a general meeting have declared the dividend. The Board of Directors has proposed that a dividend of EUR 0.07 per share be distributed for the 2024 financial year.
Fair value reserve Fair value changes in derivatives designated as cash flow hedges are recorded to fair value reserve deducted by deferred tax effect. Additionally, the fair value change of Pohjolan Voima Oyj shares recognised by the Group as other investments is moved to the reserve with deferred tax effect deducted. Legal reserve and reserves stipulated by the Articles of Association Legal reserve and reserves stipulated by the Articles of Association have been created and accumulated on resolutions by the General Meeting of Shareholders.
Translation differences in other comprehensive income
Cumulative translation
EUR million
2024 -98.5
2023 -74.7
2024 -23.8
2023
SEK USD GBP
2.8 -4.7 0.2 -0.2 -1.9
14.9
8.3 0.4 -0.1
6.6 0.5 0.0
0.0 0.8
Others
Total
-82.7
-66.0
-16.7
Since March 2022, the rate used for the Russian ruble is the closing rate for EUR/ RUB published by Refinitiv. The Russian ruble-denominated translation differences accumulated since June 2022 have been reported in the financial items in the income statement. On 13 May 2024, Metsä Board completed a corporate re-structuring in which control of the Russian subsidiaries was transferred outside the Group.
196 Remuneration report 201 Investor relations and investor information
126
127
Consolidated financial statements | METSÄ BOARD ANNUAL REVIEW 2024
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