Metsä Board Annual Review 2024

METSÄ BOARD Annual review 2024

Shares and shareholders

Inherent Limitations in the Preparation of a Sustainability Statement

Description of the Procedures That Have Been Performed The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assur- ance engagement. The nature, timing and extent of assurance procedures selected depend on professional judgment, including the assessment of risks of material misstatement, whether due to fraud or error. Conse- quently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our procedures included for example the following: • We interviewed Metsä Board Oyj’s management and persons responsi- ble for the preparation and gathering of the sustainability information. • We familiarized with interviews to the key processes related to collecting and consolidating the sustainability information. • We got acquainted with the relevant guidances and policies related to the sustainability information disclosed in the sustainability statement. • We acquainted ourselves to the background documentation and other records prepared by the Company, as appropriate and assessed how they support the information included in the sustainability statement. • We conducted site visits to the selected operational sites. • In relation to the double materiality assessment process, we inter- viewed persons responsible for the process and familiarized ourselves with the process description prepared of the double materiality assessment and other documentation and background materials. • In relation to the EU taxonomy information we interviewed the management of the company and persons with key roles in reporting taxonomy information to examine how taxonomy eligible and taxonomy aligned activities have been identified, we obtained evidence supporting the interviews and reconciled the reported EU taxonomy information to supporting documents and to the bookkeeping, as applicable. • We assessed the application of the ESRS sustainability reporting standards reporting principles in the presentation of the sustainability information.

Preparation of the sustainability statement requires Company to make materiality assessment to identify relevant matters to report. This includes significant management judgement and choices. It is also characteristic to the sustainability reporting that reporting of this kind of information includes estimates and assumptions as well as measurement and estima- tion uncertainty. Furthermore, when reporting forward looking information company has to disclose assumptions related to potential future events and describe Company´s possible future actions in relation to these events. Actual outcome may differ as forecasted events do not always occur as expected.

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

include provisions under which Metsä Board 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 2024 was EUR 557,881,540.40. Metsä Board has two series of shares. At the end of 2024, 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 2024, there were no share conversions. Dividend policy In 2024, Metsä Board renewed its’ dividend policy. Metsä Board’s target is to distribute a dividend of at least half of the result for the finan- cial period over time, taking into account the company’s future investment and development needs. The Board of Directors proposes that a dividend of EUR 0.07 per share be paid for the 2024 financial period. The dividend payment, in total EUR 25 million, corresponds to 98% of the result for the 2024 financial period. Board of Directors’ authority to issue shares The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares, the transfer of treasury shares and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation applies to Series B shares. By virtue of the authorisation the Board of Directors may issue new shares or transfer treasury shares up to a maximum of 35,000,000 shares, including shares that may be issued by virtue of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of shares corresponds to approximately 10% of all shares in the company. The authorisation is effective until 30 June 2025. The authorisation was fully unused on 31 December 2024. Impact of change in control Some of Metsä Board’s shareholder agreements concerning resource and associated companies

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

20 21 22 23 24

Responsibilities of the Authorized Group Sustainability Auditor

Report of the Board of Directors

Dividend/share, EUR Dividend yield, %

20 20 37 70 89 96

• Sustainability statement

Our responsibility is to perform an assurance engagement to obtain limited assurance about whether the group sustainability statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the decisions of users taken on the basis of the group sustainability statement. Compliance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) requires that we exercise professional judgment and maintain professional skepticism throughout the engagement. We also: • Identify and assess the risks of material misstatement of the group sustainability statement, whether due to fraud or error, and obtain an understanding of internal control relevant to the engagement in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Design and perform assurance procedures responsive to those risks to obtain evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

General information

E – Environment

Basic information on Metsä Board’s shares

S – Social responsibility

Metsä Board’s A share

Metsä Board’s B share

G – Governance

Listing

Nasdaq Helsinki 2 January 1987

Annexes to the Sustainability statement

Date of listing

Market cap segment

Large Cap

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

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 2024

Trading on the Nasdaq Helsinki in 2024 (2023)

Metsä Board’s A share

Metsä Board’s B share

Closing price on 31 December, EUR

5.60 (7.80) 5.40 (7.48) 9.62 (13.05) 2,013 (2,132)

4.24 (7.19) 3.97 (66.2) 8.11 (8.96)

Lowest price, EUR Highest price, EUR

Average daily trading volume, no. of shares

379,162 (466,223)

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

505,146 (535,219)

95,169,558 (117,021,973)

184 (333)

1,369 (2,828)

Helsinki, February 6, 2025

KPMG OY AB Authorized Sustainability Audit Firm

Share price development 2024

Metsä Board A Metsä Board B Trading volume

Kirsi Jantunen Authorized Sustainability Auditor, KRT

EUR

Million shares

13.0

5.0

11.0

4.0

9.0

3.0

7.0

2.0

196 Remuneration report 201 Investor relations and investor information

5.0

1.0

3.0

0.0

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

172

173

Shares and shareholders | METSÄ BOARD ANNUAL REVIEW 2024