Metsä Board Annual Review 2024

METSÄ BOARD Annual review 2024

MARI KIVINIEMI b. 1968 Female M.Soc.Sc. (Econ.) Member of the Board since 2022

JUSSI LINNARANTA b. 1972 Male

MIKKO MÄKIMATTILA b. 1971 Male M.Sc. (Agriculture and Forestry), Agronomist Member of the Board since 2023

JUHA VANHAINEN b. 1961 Male M.Sc. (Process Technology) Member of the Board since 2023

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

M.Sc. (Agriculture and Forestry), Agronomist Member of the Board since 2017, Vice Chair of the Board since 2020

Independent of the company and its significant shareholder

Independent of the company. Not independent of the company’s signifi- cant shareholder

Independent of the company. Not independent of the company’s significant shareholder

Independent of the company and its significant shareholder

Strategy and financial targets

8

Value creation

Primary working experience: Finnish Commerce Federation , Managing Director (2019–2024) OECD , Deputy Secretary General (2014–2018) Finnish Prime Minister (2010–2011) Minister of Public Administration and Local Government (2007–2010) Minister for Foreign Trade and Development and Minister for European Affairs (2005–2006) Member of Parliament , Finland, (1995–2014) Other positions of trust: German-Finnish Chamber of Commerce , Member of the Delegation (2024–) Club de Madrid , Member (2024–) The Finnish Fare Foundation , Member of the Board (2024–) Vaasa University , Chair of the Board (2022–) Asian Infrastructure Investment Bank , International Advisory Panel (2021–) Savonlinna Opera Festival’s Board of Trustees , member (2020–) Blic Public Affairs , Member of the Board (2019–2022) Messukeskus Helsinki , Member of Supervisory Board (2019–2021) Suomi Mutual , Member of the Board (2013–2014) The Finnish Centre Party , Leader (2010–2012) Helsinki City Council , Member (2005–2012) Ilkka-Yhtymä Group , Member of Supervisory Board (2006–2007) Finnish National Opera Foundation , Member of the Board (2004–2007 and 2013–2014) Uusimaa Regional Counci l, Member (2004–2008) Alko Inc. , Member of Supervisory Board (2002–2003) Lännen Tehtaat Oyj , Member of Supervisory Board (1996–2005) Leonia Bank , Member of Supervisory Board (1997–2000) VR Group Ltd , Member of Supervisory Board (1995–1997)

Primary working experience: Apetit Plc , CEO 2015–2019 Stora Enso Oyj , EVP and Country Manager of Finland (several different areas of responsibility) 2007–2015 Stora Enso Oyj , several director and manager positions 1990–2007 Kemi Oy , engineer 1988–1990 Other positions of trust: EKE-Construction Ltd. , Member of the Board of Directors (2022–) Ponsse Plc , Member of the Board of Directors (2018–) Koskisen Corporation Plc , Chair of the Board of Directors (2020–2023) Wihuri Group , Member of the Board of Directors (2018–2021) FoodDrinkEurope , Member of the Board of Directors (2018–2019) Sucros Ltd , Vice Chair of the Board of Directors (2015–2019) Ekokem Oyj (now Fortum Waste Solutions Oy), Chair of the Board of Direc- tors (2015–2016), Member of the Board of Directors and Remuneration Committee (2014–2015) Finnish Food and Drink Industries’ Federation (ETL) , Member of the Board of Directors and Working Committee (2015–2019) Efora Oy , Chair of the Board of Directors (2013–2015), Member of the Board of Directors (2009–2013) Finnish Forest Industries Federation , Chair of the Board of Directors and Working Committee (2012–2013), Vice Chair of the Board and Working Committee (2008–2011) Confederation of European Paper Industries (CEPI) , Member of the Board of Directors (2012–2013) Ilmarinen Mutual Pension Insurance Company , Member of Supervisory Board (2009–2015) Stora Enso Suzhou Paper (Suzhou) Co., Ltd. , Chair of the Board of Directors (2012–2014) Stora Enso Huatai Paper (Shandong) Co., Ltd. , Chair of the Board of Directors (2009–2014) Stora Enso Arapoti Industria De Papel S.A. , Member of the Board of Directors (2009–2014) Pohjolan Voima Oy , Vice Chair of the Board of Directors and Member of the Remuneration Committee (2008–2015) Fortek Oy , Chair of the Board of Directors (2003–2008), Member of the Board of Directors (1999–2003)

Primary working experience: Forest and Agricultural entrepreneur (2001–) Thermal entrepreneur (2003–2023) Ministry of Agriculture and Forestry, Information and Research Centre , various positions (1997–2007) Other positions of trust: Metsäliitto Cooperative , Member of the Supervisory Board (2004–2016), Member of the Board (2017–), Vice Chair of the Board (2019), Chair of the Board (2020–) Pellervo Coop Center , Member of the Board (2020–) Pohjois-Savo Cooperative Bank , Member of the Representative Council (2014–2017) The Central Union of Agricultural Producers and Forest Owners (MTK) , Member of the Energy Committee (2007–2008, 2014–2016)

Primary working experience: RockRobot Oy , CEO (2021–) Forestry and agriculture entrepreneur (1994–)

Financial development 10 Key figures 12

Potila Tuotanto Oy , CEO (2017–2020) Dometal Oy , CEO, partner (2011–2021) Multiva Magyarország Kft. , CEO of the Hungarian subsidiary (2013–2021) Farmit Website Oy , CEO (2005–2010) Lännen Tehtaat Oyj , Development manager (2003–2005) Suomen Gallup Elintarviketieto Oy , Research manager (2001–2003) Pellervon taloudellinen tutkimuslaitos , Researcher (1998–2001) Other positions of trust: Metsäliitto Cooperative , Member of the Board (2020–), Vice Chair of the Board (2023–) Pellervo Coop Center , Member of the Delegation (2023–) LähiTapiola Loimi-Häme Regional Mutual Insurance Company , Member of the Board (2008–2022) LocalTapiola General Mutual Insurance Company , Member of the Supervi- sory Board (2014–2023) Dometal Oy , Member of the Board (2012–2021) Potila Tuotanto Oy , Member of the Board (2013–2020) Lähivakuutus Cooperative , Member of the Supervisory Board (2011–2014) Forestry Management Association Loimijoki , Member of the Delegation (2005–2019)

Report of the Board of Directors

20 20 37 70 89 96

• Sustainability statement

General information

E – Environment

S – Social responsibility

G – Governance

Annexes to the Sustainability statement

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

Shares owned: 42,251 B shares

JUKKA MOISIO b. 1961 Male M.Sc. (Econ), MBA Member of the Board since 2020

Shares owned: 9,813 B shares

Independent of the company and its significant shareholder

Primary working experience: Nokian Tyres plc , President and CEO (2020–2024) Huhtamäki Oyj , President and CEO (2008–2019) Ahlström Oyj , various duties (1991–2008), President and CEO (2004–2008) McKinsey & Company , Associate (1989–1991) Other positions of trust: Cargotec Corporation, Vice Chair of the Board (2024–) Paulig Oy , Member of the Board of Directors (2019–), Chair of the Board of Directors (2020–) Sulapac Oy , Chair of the Board of Directors (2019–) Atria Oyj , Member of the Board of Directors (2014–2022) Neles Corporation , Chair of the Board of Directors (2020–2021)

Shares owned: 13,446 B shares

Shares owned: 14,221 B shares

The shareholdings also take into account any shares held by controlling entities on 31 December 2024.

196 Remuneration report 201 Investor relations and investor information

Shares owned: 22,044 B shares

192

193

Corporate governance statement | METSÄ BOARD ANNUAL REVIEW 2024

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