Metsä Board Corporation Stock exchange release Other information disclosed
according to the rules of the Exchange 15 January 2026 at 19:25 EET
The Board of Directors (“Board”) of Metsä Board Corporation (“Metsä Board”) has
made a decision on Metsä Board's and its subsidiaries' (collectively “Group”)
management's performance- and share-based incentive scheme (“Performance-based
Scheme”) and the key employees' share-based incentive scheme (“Incentive
Scheme”), both for 2026-2030.
Management's long term performance-based scheme 2026-2030
The purpose of the Performance-based Scheme is to align the interests of the key
employees and the shareholders to increase the company's value in the long-term,
to commit key employees to implement the company's strategy and objectives and
to offer a competitive incentive plan based on earning and accumulating shares
in the company.
The Performance-based Scheme 2026-2030 consists of three performance periods,
covering the financial years 2026-2028, 2027-2029 and 2028-2030 respectively.
Each performance period is followed by a one-year restriction period during
which the shares received as a reward cannot be sold, transferred, pledged or
otherwise assigned. The Board of Directors will resolve annually on the
commencement and details of the performance period.
In the plan, the target group has an opportunity to earn Metsä Board's B shares
based on performance. The performance criteria for the performance period
2026-2028 of the plan are tied to Metsä Board's and Metsä Group's Return on
Capital Employed (ROCE), cost savings and profitability improvement programme
targets, as well as sustainability targets. The Board of Directors decides on
the performance criteria and their threshold values separately for each
performance period. The potential rewards from the plan will be paid after the
end of each performance period.
Based on current information, the rewards paid based on the earnings period
2026-2028 are estimated to be approximately EUR 2.5 million at the target level,
and EUR 5.2 million at the maximum level. The share of the rewards paid in
shares for the earnings period 2026-2028 is currently estimated to approximately
900,000 shares overall at the target level, and approximately 1.8 million shares
at the maximum level, including the share paid in cash. The target group in the
performance period 2026-2028 consists of approximately 25 key employees,
including the members of the Corporate Leadership Team and the CEO. The Board of
Directors may reduce the confirmed reward if the confirmed reward exceeds the
level determined by the Board of Directors.
The potential reward will be paid partly in Metsä Board's B shares and partly in
cash. The cash component of the reward is intended to cover taxes and statutory
social security contributions arising from the reward to the key employee. As a
rule, no reward will be paid if the key employee's employment or director
contract terminates before the reward payment. As a rule, a key employee is not
entitled to a reward if the key employee's employment or director contract
terminates before the end of the restriction period.
Key employees' long term share-based Incentive scheme 2026-2030
The Incentive Scheme will be established as part of the Group's key employees'
incentive and engagement scheme. The purpose of the Incentive Scheme is to
incentivise key employees to implement the Group's shared strategy and offer
them a competitive reward scheme based on shareholding, and to align the key
employees' and the shareholders goals in increasing the value of the Group in
the long term.
The Incentive Scheme offers the key employees in its target group the
opportunity to receive Shares as rewards while their employment or executive
employment relationship is valid and they continue to engage in work until the
end of the restriction period. The Board determines the key employees belonging
to the target group during the validity of the Incentive Scheme and determines
their rewards. The Incentive Scheme consists of restriction periods that last a
minimum of twelve (12) months and a maximum of thirty-six (36) months. The Board
decides on the starting date and duration of the restriction period for each key
employee.
The reward paid according to the Incentive Scheme consists of a share paid in
Shares and a share paid in cash. The share paid in Shares is defined as the net
reward after the share in cash has covered the taxes and other expenses incurred
to the key employee due to the reward. The Rewards of the Incentive Scheme are
paid when the restriction period ends. The Incentive Scheme does not have any
particular earnings criteria for the rewards. However, the person's employment
relationship must remain valid until the end of the restriction period for them
to be eligible for the reward. If the key employee terminates their employment
or executive employment agreement with a company belonging to the Group, or if
the key employee's employment or executive employment agreement is collectively
agreed to be terminated before the reward is paid, the key employee is not
eligible for rewards paid according to the scheme, as a rule.
The Board determines the Group's key employees to be covered by the Incentive
Scheme according to their discretion.
METSÄ BOARD CORPORATION
Further information:
Jussi Vanhanen, Chair of the Board of Directors, email:
jussi.vanhanen@metsagroup.com
Metsä Board
metsagroup.com/metsaboard (http://www.metsagroup.com/metsaboard/)
Metsä Board is a producer of lightweight and high-quality folding boxboards,
food service boards and white kraftliners. The fresh wood fibres we use in our
products are a renewable and recyclable resource, that can be traced back to
Northern European forests. We aim to have completely fossil-free mills and raw
materials by 2030. We promote a culture of diversity, equality and inclusion.
Metsä Board is listed on the Nasdaq Helsinki. In 2024 our sales totalled EUR 1.9
billion, and we have around 2,300 employees. Metsä Board is part of Metsä Group,
whose parent company Metsäliitto Cooperative is owned by over 90,000 Finnish
forest owners.
Follow Metsä Board:
LinkedIn (https://www.linkedin.com/company/metsa
-board/) Instagram (https://www.instagram.com/metsaboard/?hl=en)
YouTube (https://www.youtube.com/playlist?list=PLF6CD152EF0DA1E61)