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Long-term remuneration

Long-term performance plan 2023–2027

The Board of Directors of Metsäliitto Cooperative has resolved in December 2022 to continue the long-term performance plan for Metsä Group's executives to the years 2023–2027. The purpose of the plan is to align the objectives of the owners and the executives in order to increase the Group's value, to commit the executives to perform the Group's mutual strategy, and to offer the executives a competitive long-term reward plan. The Plan includes three (3) performance periods (2023–2025, 2024–2026 and 2025–2027), each performance period is followed by one year restriction period.

The Board of Directors determines the performance criteria for each performance period and the targets set for them as well as the executives who belong to the target group at the beginning of each performance period. Reaching the targets set for a performance period determines the proportion of the reward to be paid to the executives. The potential rewards for the performance periods 2023–2025, 2024–2026 and 2025–2027 are based on the development of Metsä Group's return on capital employed (ROCE, %) as determined by the Board of Directors. Minimum levels have also been set for earnings before interest and taxes as well as the equity ratio. 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. In addition to the outcome of the performance criteria the basis for the reward is a synthetic share value of which is determined based on Metsä Group's total value. On maximum level the reward potential of the President and CEO is 250% of his annual base salary and the reward potential of the other Metsä Group's Executive Management Team members is 140% or 210% of executive's annual base salary. In addition, the reward limit has been set and the reward of the President and CEO can be 325% of his annual base salary at the maximum and the reward of the other Metsä Group's Executive Management Team members 180% or 270% of their annual base salary at the maximum.

The potential reward shall be paid in cash after the restriction period and it shall include taxes and other possible expenses. Should an executive's employment end during the performance or restriction period, the executive shall principally lose the right to reward.
The plan covers Metsä Group's Executive Management Team members as well as other key employees of Metsä Group, excl. Metsä Board Corporation which has an own long-term performance plan. Further information on Metsä Board's performance share plan 2023-2027 is available on company's webpages.

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Performance period 2024-2026 2023-2025
Target group Metsä Group's Executive Management Team members 1) as well as other key employees of Metsä Group, total 81 executives (September 2024) Metsä Group's Executive Management Team members 1) as well as other key employees of Metsä Group, total 76 executives (September 2024)
Reward limit The President and CEO: 325% of the annual base salary at the maximum.
Other Group Management Team members: 180% or 270% of the annual base salary at the maximum		 The President and CEO: 325% of the annual base salary at the maximum.
Other Group Management Team members: 180% or 270% of the annual base salary at the maximum
Performance criteria ROCE 2) ROCE 2)
Number of synthetic shares allocated (gross) Up to 1,164,451 synthetic shares (September 2024) Up to 895,110 synthetic shares (September 2024)
Restriction period 1 year 1 year
Year of payment of reward 2028 (the reward is paid in cash after the restriction period) 2027 (the reward is paid in cash after the restriction period)
1) Excl. the CEO of Metsä Board who is a member of Metsä Board’s performance share plan.
2) The three-year average ROCE of Metsä Group. Minimum values have also been set for the equity ratio and operating result.

Long-term performance plan 2020-2024

The Board of Directors of Metsäliitto Cooperative has resolved in October 2019 to continue the long-term performance plan for Metsä Group's executives to the years 2020–2024. The purpose of the plan is to align the objectives of the owners and the executives in order to increase the Group's value, to commit the executives to perform the Group's mutual strategy, and to offer the executives a competitive long-term reward plan. The Plan includes three (3) performance periods (2020–2022, 2021–2023 and 2022–2024), each performance period is followed by one-year restriction period. In December 2022, the Board of Directors decided to change the terms and conditions of the Long-term Performance Plan 2020-2024 by shortening the restriction period from two years to one year.

The Board of Directors determines the performance criteria for each performance period and the targets set for them as well as the executives who belong to the target group at the beginning of each performance period. Reaching the targets set for a performance period determines the proportion of the reward to be paid to the executives. The potential rewards for the performance periods 2020–2022, 2021-2023 and 2022-2024 are based on the development of Metsä Group's return on capital employed (ROCE, %) as determined by the Board of Directors. Minimum levels have also been set for earnings before interest and taxes as well as the equity ratio. 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. In addition to the outcome of the performance criteria the basis for the reward is a synthetic share value of which is determined based on Metsä Group's total value. On maximum level the reward potential of the President and CEO is 250% of his annual base salary and the reward potential of the other Metsä Group's Executive Management Team members is 140% or 210% of executive's annual base salary. In addition, the reward limit has been set and the reward of the President and CEO can be 325% of his annual base salary at the maximum and the reward of the other Metsä Group's Executive Management Team members 180% or 270% of their annual base salary at the maximum.

The potential reward shall be paid in cash after the restriction period and it shall include taxes and other possible expenses. Should an executive's employment end during the performance or restriction period, the executive shall principally lose the right to reward.
The plan covers Metsä Group's Executive Management Team members as well as other key employees of Metsä Group, excl. Metsä Board Corporation which has an own long-term performance plan. Further information on Metsä Board's performance share plan 2020-2024 is available on company's webpages.

Performance period* 2022-2024 2021-2023 2020-2022
Target group Metsä Group's Executive Management Team members 1) as well as other key employees of Metsä Group, total 73 executives (September 2024) Metsä Group's Executive Management Team members 1) as well as other key employees of Metsä Group,
total 69 executives (September 2024)		 Metsä Group's Executive Management Team members 1) as well as other key employees of Metsä Group,
total 66 executives 
Reward limit The President and CEO: 325% of the annual base salary at the maximum
Other Group Management Team members: 180% or 270% of the annual base salary at the maximum		 The President and CEO: 325% of the annual base salary at the maximum
Other Group Management Team members: 180% or 270% of the annual base salary at the maximum		 The President and CEO: 325% of the annual base salary at the maximum
Other Group Management Team members: 180% or 270% of the annual base salary at the maximum
Performance criteria ROCE 2) ROCE 2) ROCE 2)
Realisation of the performance period, % - 100 100
Number of synthetic shares allocated (gross) Up to 1,078,131 synthetic shares (September 2024) Up to 1,112,993 synthetic shares (September 2024) -
Paid rewards, EUR - - Total 14,694,746 of which
the proportion of the President and CEO 2,379,205
and other Corporate Management Team 2,730,976 3)
Restriction period 1 year 1 year 1 year
Year of payment of reward 2026 (the reward is paid in cash after the restriction period) 2025 (the reward is paid in cash after the restriction period) 2024 (the reward is paid in cash after the restriction period)
1) Excl. the CEO of Metsä Board who is a member of Metsä Board’s performance share plan.
2) The three-year average ROCE of Metsä Group. Minimum values have also been set for the equity ratio and operating result. 
3) Excluding the CEO of Metsä Board. More detailed information on the share-based incentive scheme of Metsä Board Corporation can be found on the company's website.

Restricted share plan 2023-2027

The Board of Directors of Metsäliitto Cooperative has resolved in October 2022 to continue the restricted share plan directed to Metsä Group key employees*. The purpose of the plan is to commit the key employees to perform 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 Group’s value. The Plan offers to the key employees belonging to the target group the possibility to earn a cash reward based on synthetic 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 in cash after the end of the restriction period and it shall include taxes and other possible expenses. The amount of the reward can be limited. If the reward 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 are three employees nominated to the restricted share plan 2023-2027 at the moment.

* Metsä Board has own restricted share plan 2023-2027 directed to Metsä Board’s key employees. Further information on Metsä Board’s restricted share plan 2023-2027 is available on company’s webpages.

Restricted share plan 2020-2024

The Board of Directors of Metsäliitto Cooperative has resolved in October 2019 to continue the restricted share plan directed to Metsä Group key employees*. The purpose of the plan is to commit the key employees to perform 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 Group’s value. The Plan offers to the key employees belonging to the target group the possibility to earn a cash reward based on synthetic 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 in cash after the end of the restriction period and it shall include taxes and other possible expenses. The amount of the reward can be limited. If the reward 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 were no key employees nominated to the restricted share plan 2020-2024.

* Metsä Board has own restricted share plan 2020-2024 directed to Metsä Board’s key employees. Further information on Metsä Board’s restricted share plan 2020-2024 is available on company’s webpages.