Metsä Board Oyj - Decisions of general meeting

Resolutions of Metsä Board Corporation's Annual General Meeting

Metsä Board Corporation Stock Exchange Release Decisions of general meeting 26
March 2024 at 5 p.m. EET

The Annual General Meeting of Metsä Board Corporation held today, 26 March 2024
supported all the proposals made by the Board of Directors to the Annual General
Meeting and adopted the following resolutions:

Financial statements and distribution of profits

The Annual General Meeting adopted the company's financial statements for the
financial year 2023 and resolved that a dividend of EUR 0.25 per share will be
distributed. The dividend will be paid to shareholders who on the record date
for the dividend distribution, 28 March 2024, are recorded in the company's
shareholders' register maintained by Euroclear Finland Oy. The dividend will be
paid on 9 April 2024.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved to keep the annual remuneration of the
members of the Board of Directors unchanged so that the Chair will be paid EUR
99,000, the Vice Chair EUR 85,000 and ordinary members EUR 67,000 per year. The
Annual General Meeting resolved that half of the annual remuneration will be
paid in cash and half in the company's Series B shares to be acquired on behalf
of the Board members at the price determined in public trading on the Helsinki
stock exchange (Nasdaq Helsinki Ltd) within two weeks as of the first trading
day following the publication of Metsä Board Corporation's interim report for 1
January-31 March 2024. The transfer of such shares is restricted for a two-year
period. The company will bear the costs of acquiring the shares and any transfer
tax. The Annual General Meeting also resolved that the annual remuneration paid
to the members of the Board of Directors will accrue pension and that the
members will therefore fall within the scope of the insurance pursuant to
Section 8 of the Employees' Pension Act, based on which the annual remuneration
will be subject to the payment of a pension insurance contribution (TyEL).

It was resolved to increase the meeting fees to EUR 1,000 (previously EUR 800)
for each attended meeting of the Board of Directors and its Committees in which
a member participates, with the provision that the meeting fee is paid only once
if several meetings of the Board of Directors or its committees are held in the
same 24-hour period. Meeting fees shall be paid in cash. Further, the Annual
General Meeting resolved to maintain the monthly remuneration for the Chair of
the Audit Committee unchanged at EUR 900. It was resolved that any travel
expenses will be reimbursed in accordance with the company's valid travel
policy.

Discharge from liability

The Annual General Meeting resolved to discharge the members of the Board of
Directors and the CEO from liability.

Remuneration Report and Remuneration Policy

The Annual General Meeting resolved to approve the remuneration report for
governing bodies and support the remuneration policy.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of members of the Board of
Directors as nine (9) and elected the following persons as members of the Board
of Directors: Raija-Leena Hankonen-Nybom M.Sc. (Economics), Erja Hyrsky M.Sc.
(Economics), Ilkka Hämälä M.Sc. (Technology), Mari Kiviniemi M.Soc.Sc.
(Economics), Jussi Linnaranta, M.Sc. (Agriculture and Forestry), Jukka Moisio
M.Sc. (Economics), Mikko Mäkimattila, M.Sc. (Agriculture and Forestry), Juha
Vanhainen, M.Sc. (Process Technology) and Leena Craelius, M.Sc. (Economics). The
term of office of the members of the Board of Directors expires at the end of
the next Annual General Meeting.

Auditor

The Annual General Meeting elected audit firm KPMG Oy Ab as the company's
auditor. KPMG Oy Ab has informed the company that Kirsi Jantunen, Authorized
Public Accountant, will act as the auditor with principal responsibility. The
term of the auditor ends upon the closing of the Annual General Meeting
following the election. The Annual General Meeting resolved that the auditor's
fee will be paid in accordance with the auditor's reasonable invoice as approved
by the company.

Sustainability Auditor

The Annual General Meeting elected authorised sustainability audit firm KPMG Oy
Ab as the company's sustainability auditor. KPMG Oy Ab has informed the company
that Kirsi Jantunen, authorized sustainability auditor (KRT), will act as the
sustainability auditor with principal responsibility. The term of the
sustainability auditor ends upon the closing of the Annual General Meeting
following the election. The Annual General Meeting resolved that the
sustainability auditor's fee will be paid in accordance with the sustainability
auditor's reasonable invoice as approved by the company.

Amendment to the Articles of Association

The Annual General Meeting resolved to remove the requirement of publishing the
notice of the Annual General Meeting in a national newspaper. The amendment was
made to Article 7 (Notice convening a General Meeting of Shareholders) of the
Articles of Association. The Annual General Meeting also resolved to remove the
Article on the matters to be included on the agenda of an Annual General Meeting
and the Article on the auditor altogether as unnecessary provisions. The
articles removed were Articles 8 (Matters to be addressed at the General Meeting
of Shareholders) and 12 (The auditor) of the Articles of Association. The
numbering of the Articles was changed accordingly.

Authorisation to resolve on the issuance of shares and special rights entitling
to 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 per cent of
all shares in the company. The authorisation is effective until 30 June 2025.

Authorisation to decide on the repurchase of the company´s own shares

The Annual General Meeting resolved to authorise the Board of Directors to
decide on the repurchase of the company's own Series B shares. The number of own
shares to be repurchased under the authorisation shall not exceed 1,000,000
Series B shares, which corresponds to approximately 0.3 per cent of all shares
in the company. The authorisation is effective until 30 June 2025.

Resolutions of the Board of Director's Organizing Meeting

At its organising meeting the Board of Directors elected Ilkka Hämälä as its
Chair and Jussi Linnaranta as its Vice Chair. The Board of Directors further
resolved to organise into committees as follows: Raija-Leena Hankonen-Nybom was
elected as Chair of the Audit Committee with Leena Craelius, Mari Kiviniemi,
Jukka Moisio and Juha Vanhainen as members while Ilkka Hämälä was elected as
Chair of the Nomination and HR Committee with Erja Hyrsky, Jussi Linnaranta and
Mikko Mäkimattila as members.

METSÄ BOARD CORPORATION

Further information:
Katri Sundström, VP, Investor Relations, tel. +358 10 462 0101
Marika Sand Kirk, Interim General Counsel, tel. +358 40 683 7973

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 pure fresh fibres we use in our
products are a safe, renewable and recyclable resource, that can be traced back
to northern forests. We aim to have completely fossil free mills and raw
materials by the end of 2030. We promote a culture of diversity, equality and
inclusion.

Metsä Board is listed on the Nasdaq Helsinki. In 2023 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 Cooperation is owned by around 90,000 Finnish
forest owners. The sales of the whole Metsä Group were EUR 6.1 billion.

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