Compensation

Metsä Board’s remuneration principles

Metsä Board’s remuneration is based on the following main principles, which are applicable to the statutory governing bodies of the company as well as all those employed by Metsä Board:

Ensuring sustainable and responsible business operations 

Our remuneration supports the achievement of the company’s vision, strategic and operational goals as well as the goals of sustainable development. We encourage activities in line with the company’s values and interests – responsible profitability, reliability, renewal and cooperation.

Ensuring performance and profitable growth 

With remuneration, we encourage excellent performance and results in both short and long term. We remunerate our people for achieving and exceeding targets and for profitable growth and the increase of shareholder and stakeholder value.

Supporting competence development and renewal

With remuneration we support competence development and the commitment of talent. We encourage continuous improvement, renewal and the creation of conditions needed for future success. In addition to monetary remuneration, we develop personnel’s competencies and offer opportunities for career development. Our leadership is of a high quality and we encourage the personnel’s participation.

Consistency, competitiveness and transparency 

The remuneration is fair and based on clear principles and structures. We offer competitive overall remuneration. We communicate and report on remuneration transparently and according to requirements.

Decision-making process concerning remuneration

The General Meeting decides on the remuneration of the Board of Directors. The Board of Directors’ Nomination and HR Committee presents to the Annual General Meeting proposals on the Board of Directors’ remuneration, taking into account this policy, the company’s financial standing at the time as well as the level of remuneration in other comparable companies, among other things. When necessary, the committee consults the company’s majority shareholder, which exercises a controlling interest at the General Meeting with regard to Board remuneration.

The Board of Directors approves the salary and rewards of the CEO and the principles applicable to the remuneration of other members of the Corporate Management Team. The Board of Directors approves also the structure, target groups and principles of the company’s remuneration systems, as well as selects the performance indicators used and sets related target values. The Board of Directors’ Nomination and HR Committee assists the Board in matters related to the remuneration, terms of employment and rewarding of Management Team members and prepares Board decisions related to management remuneration. The CEO decides on the compensation of other Corporate Management Team members in cooperation with the Chair of the Board and in accordance with the principles approved and guidelines given by the Board.

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Remuneration of the Board of Directors

Remuneration of the Board members consists of a fixed annual remuneration and a meeting fee for attending meetings of the Board and its committees. Further, an additional monthly compensation is paid to the Chair of the Audit Committee. The Board members are voluntarily TyEL-insured (Finnish statutory pension system) and travel expenses are compensated in accordance with the Metsä Board’s travel instructions.

The Annual General Meeting 2023 resolved to keep the annual remuneration for the members of the Board of Directors unchanged:

  • the Chair is paid EUR 99,000
  • the Vice Chair EUR 85,000
  • ordinary members EUR 67,000

The Annual General Meeting resolved that approximately one half of the annual remuneration is paid in the company's B-series shares to be acquired from public trading while the other half is paid in cash. The amount of the cash consideration corresponds to the estimated withholding tax. The transfer of the shares is restricted for a period of two years following receipt.

In addition, the Annual General Meeting resolved to keep the meeting fees unchanged at EUR 800 for each attended meeting of the Board of Directors and its Committees.

Further, the Annual General Meeting resolved that an additional monthly remuneration of EUR 900 is paid to the Chair of the Audit Committee.

Remuneration of the CEO

The Board of Directors appoints and discharges the CEO and decides on the CEO’s remuneration and the other terms and conditions of the CEO’s engagement based on the Board of Directors’ Nomination and HR Committee’s recommendations and within the framework of the Remuneration Policy.

By decision of the Board of Directors, the CEO is paid a fixed base salary, which is a compensation for the CEO’s responsibilities and is based on the requirements of the position, the CEO’s individual competence and performance as well as prevailing market practice. The monthly salary of CEO Mika Joukio is EUR 43,613 (January 2024). The monthly salary includes car and mobile phone benefits and an extended health, travel and accident insurance coverage.

A short and long-term reward can be paid to the CEO by decision of the Board of Directors. In 2023 the maximum level of remuneration available in the short-term incentive system is, accounting for Metsä Group’s EBIT multiplier, 75% of the fixed annual salary. The reward is based on Metsä Board’s operating result (50% weighting) and the strategic targets defined by the Board of Directors, including sustainability targets (50% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The potential reward shall be paid in March 2024.

The potential reward for the performance period 2021–2023 regarding the performance share plan 2020–2024 is based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for the CEO. On maximum level the reward potential of the CEO is 210% of the CEO’s annual base salary (the reward limit is 270% of the CEO’s annual base salary). The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be paid in March 2024. The reward payment is followed by an approximately two-year restriction period, during which the CEO is not allowed to sell or otherwise transfer the shares received. Should the CEO’s service terminate during the performance or restriction period, the CEO shall principally lose the right to reward.

The Board can discharge the CEO without a specific reason. The CEO can also resign from his assignment. The mutual term of notice is six months. The Board may, however, decide to discharge the CEO without a period of notice. When the service contract of the CEO is terminated by the Board, the CEO is entitled to receive a severance pay equal to the CEO’s 12-month salary.

The CEO is covered by the Finnish Employees’ Pensions Act, which provides for a pension compensation based on service years and earnings. Basic salary, rewards and fringe benefits are included in the calculation, but not stock option or share plan based income. CEO Mika Joukio is also entitled to the supplementary defined benefit pension insurance, with a retirement age of 62. According to the supplementary pension insurance the maximum level of pension is 60% of the CEO’s total salary under the Employees’ Pensions Act, calculated on the basis of a five-year-period preceding the moment of retirement. In case the CEO’s service with the Company terminates before his retirement, the CEO is entitled to a free policy.

Remuneration of the CEO in 2023

In 2022 the maximum level of remuneration available in the short-term incentive system was, accounting for Metsä Group’s EBIT multiplier, 75% of the fixed annual salary. The reward was based on Metsä Board’s operating result (50% weighting) and the strategic targets defined by the Board of Directors, including sustainability targets (50% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The short-term incentive of EUR 331,049 based on performance in 2022 was paid to the CEO in March 2023.

The reward for the performance period 2020–2022 regarding the performance share plan 2020–2024 was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels had also been set for the operating result and equity ratio. The realisation of the performance period 2020–2022 was 100,0% based on which the CEO received 84 576 Metsä Board Corporation’s series B shares in March 2023. The long-term incentive paid to the CEO regarding the performance period 2020–2022 was EUR 1,391,888 in total. The reward of the CEO (including both shares and cash) can be 200% of the CEO’s annual base salary at the maximum. The reward payment is followed by an approximately two-year restriction period during which the CEO is not entitled to transfer or dispose of the shares received.

Remuneration of the CEO in 2022

In 2021 the maximum level of remuneration available in the short-term incentive system was, accounting for Metsä Group’s EBIT multiplier, 75% of the fixed annual salary. The reward was based on Metsä Board’s operating result (50% weighting) and the strategic targets defined by the Board of Directors, including sustainability targets (50% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The short-term incentive of EUR 327,155 based on performance in 2021 was paid to the CEO in March 2022.

The reward for the performance period 2019–2021 regarding the performance share plan 2017–2021 was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels had also been set for the operating result and equity ratio. The realisation of the performance period 2019–2021 was 70.0% based on which the CEO received 52,500 Metsä Board Corporation’s series B shares in March 2022. The long-term incentive paid to the CEO regarding the performance period 2019–2021 was EUR 954,226 in total. The amount of reward was limited. The reward of the CEO (including both shares and cash) can be 200% of the CEO’s annual base salary at the maximum. The reward payment is followed by an approximately two-year restriction period during which the CEO is not entitled to transfer or dispose of the shares received.

The CEO is covered by the supplementary defined benefit pension arrangement. In 2022 the payment of the supplementary defined benefit pension arrangement was EUR 589,122.

Remuneration of other Corporate Management Team

The CEO decides on the compensation of other Corporate Management Team members in cooperation with the Board Chair and in accordance with the principles approved and guidelines given by the Board.

A fixed base salary is paid to the other Corporate Management Team members. Base salary is a compensation for the executive’s responsibilities and is based on the requirements of the position, the executive’s individual competence and performance as well as prevailing market practice. Base salary may include car, bicycle and mobile phone benefits and an extended health, travel and accident insurance coverage.

A short and long-term incentive can be paid to the other Corporate Management Team members by decision of the Board of Directors. In 2023 the maximum level of remuneration available in the short-term incentive system is, accounting for Metsä Group’s EBIT multiplier, 50% or 62.5% of the fixed annual salary. The reward is based on Metsä Board’s operating result (50% weighting) and the targets of the own responsibility area, including sustainability targets (50% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The potential reward shall be paid in March 2024.

The potential reward for the performance period 2021–2023 regarding the performance share plan 2020–2024 is based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for the each Corporate Management Team member individually. On maximum level the reward potential of other Corporate Management Team members is 100% of the executive’s annual base salary (the reward limit is 130% of the executive’s annual base salary). The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be paid in March 2024. The reward payment is followed by an approximately two-year restriction period, during which other Corporate Management Team member is not allowed to sell or otherwise transfer the shares received. Should other Corporate Management Team member’s employment terminate during the performance or restriction period, the executive shall principally lose the right to reward.

The period of notice of other Corporate Management Team members is six months. Termination of employment due to reasons not attributable to the executive entitles members of the Corporate Management Team to receive, as a rule, severance pay equal to their six (6) month salary. Other Corporate Management Team members have no extraordinary pension arrangements which would deviate from applicable pension legislation.

Remuneration of other Corporate Management Team in 2023

In 2022 the maximum level of remuneration available in the short-term incentive system was, accounting for Metsä Group’s EBIT multiplier, 50% or 62.5% of the fixed annual salary. The reward was based on Metsä Board’s operating result (30% or 50% weighting) and the targets of the own responsibility area (50% or 70% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The short-term incentive of EUR 658,574 based on performance in 2022 was paid to the other Corporate Management Team members in March 2023.

The reward for the performance period 2020–2022 regarding the performance share plan 2020-2024 was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels had also been set for the operating result and equity ratio. The realisation of the performance period 2020–2022 was 100.0% based on which the members of the Corporate Management Team received 93,314 Metsä Board Corporation’s series B shares in March 2023. The long-term incentives paid to the other Corporate Management Team members regarding the performance period 2020–2022 were EUR 1,446,898 in total. The reward of other Corporate Management Team members (including both shares and cash) can be 100% of the executive’s annual base salary at the maximum. The reward payment is followed by an approximately two-year restriction period during which other Corporate Management Team member is not entitled to transfer or dispose of the shares received.

Remuneration of other Corporate Management Team in 2022

Other Corporate Management Team Base salary and fringe benefits* EUR Short-term incentive (concerns performance in 2021), EUR Long-term incentive (concerns the performance period 2019-2021), EUR Dererred long-term incentive, EUR Total, EUR
2022 1,327,502 634,513 1,022,174 96,730 3,080,918
2021 1,176,977 202,052 953,396 208,595 2,541,020

* a company car and phone benefit, extended insurance coverage

In 2021 the maximum level of remuneration available in the short-term incentive system was, accounting for Metsä Group’s EBIT multiplier, 50% or 62,5% of the fixed annual salary. The reward was based on Metsä Board’s operating result (30% or 50% weighting) and the targets of the own responsibility area (50% or 70% weighting) as well as the realisation of Metsä Group’s EBIT multiplier. The short-term incentive of EUR 634,513 based on performance in 2021 was paid to the other Corporate Management Team members in March 2022.

The reward for the performance period 2019-2021 regarding the performance share plan 2017–2021 was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels had also been set for the operating result and equity ratio. The realisation of the performance period 2019-2021 was 70.0% based on which the members of the Corporate Management Team received 55,329 Metsä Board Corporation’s series B shares in March 2022. The long-term incentives paid to the other Corporate Management Team members regarding the performance period 2019–2021 were EUR 1,022,174 in total. The amount of reward was limited. The reward of other Corporate Management Team members (including both shares and cash) can be 100% of the executive’s annual base salary at the maximum. The reward payment is followed by an approximately two-year restriction period during which other Corporate Management Team member is not entitled to transfer or dispose of the shares received.

A total of EUR 96,730 of deferred long-term incentives for the performance period 2015–2017 were paid to one member of other Corporate Management Team in April 2022 in accordance with the terms and conditions of the performance share plan and the decision of the Board of Directors.

Long-term remuneration

Performance share plan 2017–2021

The Board of Directors resolved in January 2017 to continue the performance share plan for management. The purpose of the plan was to align the objectives of shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy, and to offer them a competitive reward plan based on share ownership. The plan consisted of three performance periods, which were calendar years 2017–2019, 2018–2020 and 2019–2021. At the beginning of each performance period, the Board decided on the performance criteria and defined performance targets. The potential reward from the plan for the performance periods was based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. Minimum levels were further determined for operating result and equity ratio.

The reward was paid in the spring first following the end of the performance period. The amount of the reward was limited. If the reward exceeded the executive’s annual salary (or in case of the CEO, the CEO’s annual salary multiplied by two), the exceeding part was not paid. A performance period is followed by an approximately two-year restriction period during which an executive is not entitled to transfer or dispose of the shares received. If an executive terminates his/her employment or service contract during the restriction period, the executive is obliged to return the shares already earned. If the Company terminates the employment or service contract (other than due to reasons attributable to the executive) during the restriction period or the contract is agreed to be terminated, the executive may keep the shares subject to the transfer restriction and the said restriction discontinues.

The reward was paid in Metsä Board Corporation’s series B shares. On top the Company paid in money an amount covering the applicable withholding tax and related payments resulting from the reward. The plan covered Corporate Management Team members as well as other key employees of Metsä Board.

Performance period* 2017–2019
Target group ​Corporate Management Team members as well as other key employees of Metsä Board, total 15 executives
​Reward limit ​The CEO: 200% of the annual base salary at the maximum
Other Corporate Management Team: 100% of the annual base salary at the maximum
​Performance criteria ROCE 1)
Realisation of performance period, % ​75.1
Year of payment of reward ​2020
Restriction period ​2 years
Share price on date of transfer (in euros) ​4.86
​Number of shares delivered Total 172,709 shares of which
the proportion of the CEO 56,325
and other Corporate Management Team 75,079
* Information is based on the situation at the time of the reward payment.

 

Performance period*
2018–2020
Target group Corporate Management Team members as well as other key employees of Metsä Board,
total 17 executives
​Reward limit ​The CEO: 200% of the annual base salary at the maximum
Other Corporate Management Team: 100% of the annual base salary at the maximum
Performance criteria ​ROCE 1)
​Realisation of performance period, % ​59.0
​Year of payment of reward ​2021
​Restriction period ​2 years
Share price on date of transfer (in euros) ​9.43
​Number of shares delivered Total 127,785 shares of which
the proportion of the CEO 44,250
and other Corporate Management Team 47,645
*Information is based on the situation at the time of the reward payment.

 

​Performance period
2019–2021
​Target group ​Corporate Management Team members as well as other key employees of Metsä Board, total 24 executives
​Reward limit The CEO: 200% of the annual base salary at the maximum
Other Corporate Management Team: 100% of the annual base salary at the maximum
​Performance criteria ​ROCE 1)
Realisation of the performance period, % 70.0
​Year of payment of reward ​2022
​Restriction period ​2 years
Share price on date of transfer (in euros) 8.86
​Number of shares delivered Total 182,280 shares of which
the proportion of the CEO 52,500
and other Corporate Management Team 55,329
 
* Information is based on the situation at the time of the reward payment.
1)The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values had also been set for equity ratio and operating result.

Performance share plan 2020–2024

The Board of Directors of Metsä Board has resolved in January 2020 to continue the performance share plan directed to group executives. The purpose of the plan was to align the objectives of the shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy and to offer them a competitive reward plan based on share ownership. The plan 2020–2024 consists of three performance periods, which are calendar years 2020–2022, 2021–2023 and 2022–2024.

The Board of Directors determined the performance criteria and related target levels at the beginning of each performance period. Reaching the targets set for the performance criteria shall determine the proportion of the maximum reward payable to the executives. The potential rewards for the performance periods 2020–2022, 2021–2023 and 2022–2024 are based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for each executive individually. On maximum level the reward potential of the CEO is 210% of the CEO’s annual base salary and the reward potential of other Corporate Management Team members is 100% of executive’s annual base salary. In addition, the reward limit has been set and the reward of the CEO can be 270% of the CEO’s annual base salary at the maximum and the reward of other Corporate Management Team members 130% of their annual base salary at the maximum.

The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be mainly paid in the spring following the end of the performance period. The performance period is followed by an approximately two-year restriction period, during which executives are not allowed to sell or otherwise transfer the shares received. Should an executive’s employment end during the performance or restriction period, the executive shall principally lose the right to reward.

The plan covers Corporate Management Team members as well as other key employees of Metsä Board.

​Performance period*
2020–2022
​Target group Corporate Management Team members as well as other key employees of Metsä Board, total 25 executives
Reward limit ​The CEO: 270% of the annual base salary at the maximum
Other Corporate Management Team: 130% of the annual base salary at the maximum
​Performance criteria ​ROCE 1)
Realisation of the performance period, %
100.0
​Year of payment of reward ​2023
Restriction period ​2 years
Share price on date of transfer (in euros) 8.26
Number of shares delivered Total 298,785 shares of which
the proportion of the CEO 84,576
and other Corporate Management Team 93,314

* Information is based on the situation at the time of the reward payment

1) The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values had also been set for equity ratio and operating result.

Performance period
2021–2023
​Target group ​Corporate Management Team members as well as other key employees of Metsä Board, total 26 executives (February 2023)
Reward limit ​The CEO: 270% of the annual base salary at the maximum
Other Corporate Management Team: 130% of the annual base salary at the maximum
​Performance criteria ​ROCE 1)
​Year of payment of reward 2024
Restriction period ​2 years
​Number of shares allocated (gross) Up to 413,980 shares (February 2023)

 

Performance period
2022–2024
​Target group ​Corporate Management Team members as well as other key employees of Metsä Board, total 26 executives (February 2023)
Reward limit ​The CEO: 270% of the annual base salary at the maximum
Other Corporate Management Team: 130% of the annual base salary at the maximum
​Performance criteria ​ROCE 1)
​Year of payment of reward 2025
Restriction period ​2 years
​Number of shares allocated (gross) Up to 421,099 shares (February 2023)
1)The three-year average ROCE of Metsä Board Group (50%) and Metsä Group (50%). Minimum values have also been set for equity ratio and operating result.

Performance share plan 2023–2027 

The Board of Directors of Metsä Board has resolved in December 2022 to continue the performance share plan directed to group executives. The purpose of the plan was to align the objectives of the shareholders and executives in order to increase the value of Metsä Board, to commit the executives to perform the mutual strategy and to offer them a competitive reward plan based on share ownership. The plan 2023–2027 consists of three performance periods, which are calendar years 2023–2025, 2024–2026 and 2025–2027.

The Board of Directors determined the performance criteria and related target levels at the beginning of each performance period. Reaching the targets set for the performance criteria shall determine the proportion of the maximum reward payable to the executives. The potential rewards for the performance periods 2023–2025, 2024–2026 and 2025–2027 are based on the development of Metsä Board Group’s (50%) and Metsä Group’s (50%) return on capital employed (ROCE, %), as determined by the Board of Directors. The Board of Directors is entitled to reduce the rewards fully or partly if defined earnings or equity ratio criteria are not met, or if the reward should exceed the maximum reward limit defined for each executive individually. On maximum level the reward potential of the CEO is 210% of the CEO’s annual base salary and the reward potential of other Corporate Management Team members is 100% of executive’s annual base salary. In addition, the reward limit has been set and the reward of the CEO can be 270% of the CEO’s annual base salary at the maximum and the reward of other Corporate Management Team members 130% of their annual base salary at the maximum.

The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The potential reward shall be mainly paid in the spring following the end of the performance period. The performance period is followed by an approximately two-year restriction period, during which executives are not allowed to sell or otherwise transfer the shares received. Should an executive’s employment end during the performance or restriction period, the executive shall principally lose the right to reward.

The plan covers Corporate Management Team members as well as other key employees of Metsä Board.

Performance period 2023–2025
Target group Corporate Management Team members as well as other key employees of Metsä Board, total 24 executives (Febuary 2023)
Reward limit The CEO: 270% of the annual base salary at the maximum
Other Corporate Management Team: 130% of the annual base salary at the maximum
Performance criteria ROCE 1)
Year of payment of reward 2026
Restriction period 2 years
Number of shares allocated (gross) Up to 417,415 shares (February 2023)

Restricted share plan 2017–2021

The Board of Directors of Metsä Board resolved in January 2017 to implement the restricted share plan directed to group key employees. The purpose of the plan was to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offered to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board determined the key employees who belonged to the target group and their rewards.

The plan included restriction periods, lasting for 12–36 months. The Board resolved on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The reward was paid after the end of the restriction period and the reward consisted of a proportion paid in shares and a cash proportion. The proportion which was given in shares meant net reward after the cash proportion had been used for covering taxes arising from the reward to the key employee. The amount of the reward was limited. If the reward (including both shares and cash) exceeded the maximum reward limit set for the key employee, the exceeding part was not paid. The prerequisite for reward payment was that the key employee’s employment or service was in force and continued until the end of the restriction period.

In 2020 one key employee received the reward on the basis of the restricted share plan (total 10,000 shares). In 2021 no rewards were paid on the basis of the restricted share plan.

Restricted share plan 2020–2024

The Board of Directors of Metsä Board has resolved in December 2019 to continue the restricted share plan directed to group key employees. The purpose of the plan is to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offers to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board shall determine the key employees who shall belong to the target group and their rewards.

The plan includes restriction periods, lasting for 12-36 months. The Board shall resolve on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The potential reward shall be paid after the end of the restriction period. The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The amount of the reward is limited. If the reward (share + cash proportion) would exceed the maximum reward limit set for the key employee, the exceeding part is not paid. The prerequisite for reward payment is that the key employee’s employment or service is in force and continues until the end of the restriction period.

There is one key employee nominated to the restricted share plan 2020–2024.

Restricted share plan 2023–2027

The Board of Directors of Metsä Board has resolved in December 2022 to continue the restricted share plan directed to group key employees. The purpose of the plan is to commit the key employees to perform Metsä Board Group's mutual strategy and to offer them a competitive reward plan based on share ownership as well as to align the objectives of the shareholders and key employees in order to increase the value of Metsä Board Group. The Plan offers to the key employees belonging to the target group the possibility to earn Metsä Board Corporation series B shares by meeting the set employment precondition. The Board shall determine the key employees who shall belong to the target group and their rewards.

The plan includes restriction periods, lasting for 12–36 months. The Board shall resolve on the commencement and duration of the restriction period separately for each key employee belonging to the target group. The potential reward shall be paid after the end of the restriction period. The reward consists of a proportion to be paid in Metsä Board Corporation’s series B shares and a cash proportion. The cash proportion refers to an amount used to cover the taxes to be withheld from the reward. The proportion paid in shares refers to the net reward after the withholding of taxes and other expenses payable for the reward. The amount of the reward is limited. If the reward (share + cash proportion) would exceed the maximum reward limit set for the key employee, the exceeding part is not paid. The prerequisite for reward payment is that the key employee’s employment or service is in force and continues until the end of the restriction period.

There is no key employee nominated to the restricted share plan 2023–2027.