FULLTEXT DEL 1 AV 4
Årsredovisning 2025
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ARCTIC PAPER SA
MANAGEMENT BOARD’S REPORT 2025
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Translatorʼs Explanatory Note: the following document is a free translation of the report of the above -mentioned Company. In the event of any
discrepancy in interpreting the terminology in Polish version is binding.
Arctic Paper Group has prepared its 2025 Management Board report in the European Single Electronic Format (ESEF) which is the electronic reporting format
in which issuers on EU regulated markets shall prepare their annual financial reports from 1 January 2020 based on Commission Delegated Regulation (EU)
2019/815 of 17 December 2018 supplementing Directive 200 4/109/EC of the European Parliament and of the Council with regard to regulatory technical
standards on the specification of a single electronic reporting format as ame nded.
This PDF version of Management Board report of Arctic Paper Capital Group has been prepared solely only for the convenience of digital reading.
Despite all the efforts devoted to the conversion of XHTML file into PDF format, certain discrepancies, omissions or approximations may exist. In case of any
differences between the PDF and the XHTML versions, the XHTML version is the only one legally binding and shall prevail.
Arctic Paper, its representatives and employees decline all responsibility in this regard.
Table of contents
Letter from the President of the Management Board of Arctic Paper SA ................................ ................................ ................................ ........2
Information on the report ................................ ................................ ................................ ................................ ................................ ..........3
Definitions and abbreviations ................................ ................................ ................................ ................................ ................................ ....4
Forward looking statements ................................ ................................ ................................ ................................ ................................ ......8
Forward-looking statements relating to risk factors ................................ ................................ ................................ ................................ ...8
Selected consolidated financial data ................................ ................................ ................................ ................................ .............................. 9
Description of the business of the Arctic Paper SA Group ................................ ................................ ................................ ........................... 11
General information ................................ ................................ ................................ ................................ ................................ ................ 11
Capital Group structure ................................ ................................ ................................ ................................ ................................ .......... 12
Changes in the capital structure of the Arctic Paper Group ................................ ................................ ................................ ..................... 12
Modifications to the core management principles ................................ ................................ ................................ ................................ ... 12
Shareholding structure ................................ ................................ ................................ ................................ ................................ ........... 12
Market environment ................................ ................................ ................................ ................................ ................................ ................ 13
Information on the Issuer’s and the Group’s development strategy adopted and the actions taken as part of its implementation during the
period covered by the report, together with a description of the prospects for development in the coming year. ................................ ..... 15
Sales structure ................................ ................................ ................................ ................................ ................................ ....................... 16
Sales markets ................................ ................................ ................................ ................................ ................................ ........................ 17
Buyers ................................ ................................ ................................ ................................ ................................ ................................ .... 17
Suppliers ................................ ................................ ................................ ................................ ................................ ................................ 18
Information on the seasonal or cyclical nature of business ................................ ................................ ................................ ..................... 18
Research and development ................................ ................................ ................................ ................................ ................................ .... 19
Labour matters ................................ ................................ ................................ ................................ ................................ ....................... 19
Natural environment ................................ ................................ ................................ ................................ ................................ ............... 19
Summary of the consolidated financial results ................................ ................................ ................................ ................................ ............. 21
Selected items from the consolidated statement of profit or loss ................................ ................................ ................................ ............. 21
Selected items from the consolidated statement of financial position ................................ ................................ ................................ ...... 24
Selected items from the consolidated cash flow statement ................................ ................................ ................................ ..................... 27
Material information and factors affecting the financial results and the assessment of the financial standing ................................ ............... 28
key factors affecting the Company’s performance ................................ ................................ ................................ ................................ .. 28
Unusual events and factors ................................ ................................ ................................ ................................ ................................ .... 29
Impact of changes in Arctic Paper Group’s structure on the financial result ................................ ................................ ............................ 29
Information on contracts significant for the Group’s operations ................................ ................................ ................................ ............... 29
Factors influencing the development of the Arctic Paper Group ................................ ................................ ................................ ................... 32
Information on market trends ................................ ................................ ................................ ................................ ................................ .. 32
Factors influencing the financial results in the perspective of the next year ................................ ................................ ............................. 33
Risk factors ................................ ................................ ................................ ................................ ................................ ............................ 33
Supplementary information ................................ ................................ ................................ ................................ ................................ .......... 38
Management Board’s position on financial forecasts ................................ ................................ ................................ .............................. 38
Principles for the preparation of annual consolidated financial statements ................................ ................................ .............................. 38
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Dividend information ................................ ................................ ................................ ................................ ................................ ............... 38
Changes to the bodies of Arctic Paper S.A. ................................ ................................ ................................ ................................ ............ 38
Changes to the share capital of Arctic Paper S.A. ................................ ................................ ................................ ................................ .. 38
Remuneration paid to Members of the Management Board and the Supervisory Board ................................ ................................ ......... 39
Agreements with Members of the Management Board guaranteeing financial compensation ................................ ................................ . 39
Information on the control system for employee share schemes ................................ ................................ ................................ ............. 39
Changes in holdings of the Issuer’s shares or rights to shares by persons managing and supervising Arctic Paper S.A. ........................ 40
Management of financial resources ................................ ................................ ................................ ................................ ........................ 40
Capital investments ................................ ................................ ................................ ................................ ................................ ................ 40
Information on financial instruments ................................ ................................ ................................ ................................ ....................... 40
Information on loans taken out and terminated ................................ ................................ ................................ ................................ ....... 40
Information on sureties, guarantees and pledges ................................ ................................ ................................ ................................ ... 40
Material off-balance sheet items ................................ ................................ ................................ ................................ ............................. 41
Assessment of the feasibility of investment plans ................................ ................................ ................................ ................................ ... 41
Information on significant court and arbitration proceedings and proceedings pending before public administrative authorities .............. 41
Information on transactions with related parties executed on non-market terms and conditions ................................ .............................. 42
Information on agreements resulting in changes to the proportions of share holdings ................................ ................................ ............. 42
Information on purchase of treasury shares ................................ ................................ ................................ ................................ ............ 42
Information on the issue of securities ................................ ................................ ................................ ................................ ...................... 42
Information on the entity authorised to audit the financial statements ................................ ................................ ................................ ..... 42
Headcount ................................ ................................ ................................ ................................ ................................ .............................. 42
Statement on the application of the corporate governance rules ................................ ................................ ................................ .................. 43
Information compliant with the requirements of Swedish regulations concerning corporate governance. ................................ ................ 53
Information of the Management Board of Arctic Paper S.A. on the selection of the auditing company ................................ .................... 56
Statements of the Management Board ................................ ................................ ................................ ................................ ........................ 57
Accuracy and reliability of the presented reports ................................ ................................ ................................ ................................ ..... 57
Sustainability reporting ................................ ................................ ................................ ................................ ................................ ................ 59
1. General information ................................ ................................ ................................ ................................ ................................ ........... 59
2. Environment-related information. ................................ ................................ ................................ ................................ ....................... 95
3. Social information ................................ ................................ ................................ ................................ ................................ ............ 141
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MANAGEMENT BOARD’S
REPORT FOR 2025 OF
ARCTIC PAPER SA
Introduction
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MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
2
Letter from the President of the Management Board of Arctic
Paper SA
Dear Sirs,
It is my pleasure to present to you the Arctic Paper Group’s Annual Report for 2025.
The year 2025 was marked by a demanding market environment. The anticipated economic recovery in Europe did
not materialize, and demand for paper products remained under pressure. At the same time, the market continued
to operate under conditions of elevated volatility in raw material and energy costs.
In this context, the Group’s priority was to maintain operational stability, protect profitability, and consistently
strengthen business resilience. We focused on efficiency measures, adjusting production levels to demand, and
exercising strict cost control.
The year 2025 was also a period of significant reassessment of our investment approach. In response to a
changing market environment, we limited the execution of new capital-intensive projects, concentrating instead on
initiatives with quick returns and direct impact on cash flows. This approach enables us to preserve financial
flexibility and better prepare for leveraging future market opportunities.
Despite the challenging market conditions, the Arctic Paper Group continues to maintain solid business
fundamentals. We benefit from a flexible production base, a broad product portfolio, and an experienced team, all
of which allow us to respond swiftly to changes in demand and market dynamics.
Our priority remains strengthening operational efficiency and cost discipline, while maintaining readiness to
selectively resume development projects once market conditions improve. We believe that the restoration of market
balance in Europe will create favorable conditions for improved performance and the realization of the Group’s full
potential.
I would like to extend my gratitude to our employees for their commitment and professionalism throughout this
challenging year, and to our investors for their trust and continued support.
Michał Jarczyński
President of the Management Board
Arctic Paper S.A.
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MANAGEMENT BOARD’S REPORT FOR 2025
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INFORMATION ON THE REPORT
This Management Board’s Report, which is a component of the Consolidated Annual Report for 2025, has been
prepared in accordance with the Regulation of the Minister of Finance of 29 March 2018 on current and periodic
information disclosed by issuers of securities and conditions for recognising as equivalent information required
under the laws of a non-member state (Journal of Laws of 2018, item 757).
Certain selected information contained in this report comes from the Arctic Paper Group management
accounting system and statistics systems.
This Management Board’s Report presents data in PLN, and all figures, unless otherwise specified, are
disclosed in PLN ‘000.
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MANAGEMENT BOARD’S REPORT FOR 2025
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DEFINITIONS AND ABBREVIATIONS
Unless the context requires otherwise, the following definitions and abbreviations are used in the whole document:
Abbreviations applied to business entities, institutions and authorities of the Company
Abbreviation Definition
Arctic Paper, Company, Issuer, Parent Company, AP Arctic Paper Spółka Akcyjna with its registered office in Kostrzyn nad Odrą,
Poland
Capital Group, Group, Arctic Paper Group, AP Group Capital Group comprised of Arctic Paper Spółka Akcyjna and its subsidiaries
as well as joint ventures
Arctic Paper Kostrzyn, AP Kostrzyn, APK Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn
nad Odrą, Poland
Arctic Paper Munkedals, AP Munkedals, APM Arctic Paper Munkedals AB with its registered office in Munkedal
Municipality, Västra Götaland County, Sweden
Arctic Paper Mochenwangen, AP Mochenwangen, APMW Arctic Paper Mochenwangen GmbH with its registered office in
Mochenwangen, Germany
Arctic Paper Grycksbo, AP Grycksbo, APG Arctic Paper Grycksbo AB with its registered office in Kungsvagen, Grycksbo,
Sweden
Paper mills Arctic Paper Kostrzyn, Arctic Paper Munkedals, Arctic Paper Grycksbo
Arctic Paper Investment AB, API AB Arctic Paper Investment AB with its registered office in Göteborg, Sweden
Arctic Paper Investment GmbH, API GmbH Arctic Paper Investment GmbH with its registered office in Wolpertswende,
Germany
Arctic Paper Verwaltungs Arctic Paper Verwaltungs GmbH with its registered office in Wolpertswende,
Germany
Arctic Paper Immobilienverwaltungs Arctic Paper Immobilienverwaltungs GmbH & Co. KG with its registered office
in Wolpertswende, Germany
Kostrzyn Group Arctic Paper Kostrzyn Spółka Akcyjna with its registered office in Kostrzyn
nad Odrą and EC Kostrzyn Sp. z o.o. with its registered office in Kostrzyn
nad Odrą
Mochenwangen Group Arctic Paper Investment GmbH, Arctic Paper Mochenwangen GmbH, Arctic
Paper Verwaltungs GmbH, Arctic Paper Immobilienverwaltungs GmbH &
Co.KG
Grycksbo Group Arctic Paper Grycksbo AB and Arctic Paper Investment AB, Arctic Paper
Finance AB
Sales Offices Arctic Paper Papierhandels GmbH with its registered office in Vienna, Austria
Arctic Paper Benelux SA with its registered office in Oud -Haverlee, Belgium
Arctic Paper Danmark A/S with its registered office in Greve, Denmark
Arctic Paper France SA with its registered office in Paris, France
Arctic Paper Deutschland GmbH with its registered office in Hamburg,
Germany
Arctic Paper Italia Srl with its registered office in Milan, Italy
Arctic Paper Baltic States SIA with its registered office in Riga, Latvia
Arctic Paper Norge AS with its registered office in Oslo, Norway
Arctic Paper Polska Sp. z o.o. with its registered office in Warsaw, Poland
Arctic Paper España SL with its registered office in Barcelona, Spain
Arctic Paper Sverige AB with its registered office in Munkedal, Sweden
Arctic Paper Schweiz AG with its registered office in Derendingen,
Switzerland
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Abbreviation Definition
Arctic Paper UK Ltd with its registered office in London, UK
Arctic Power Sp. z o.o.
(formerly Arctic Paper East Sp. z o.o.)
Arctic Power Sp. z o.o. with its registered office in Kostrzyn nad Odrą, Poland
Kostrzyn Packaging Sp. z o.o. Kostrzyn Packaging Sp. z o.o. with its registered office in Kostrzyn nad Odrą,
Poland
Rottneros, Rottneros AB Rottneros AB with its registered office in Sunne, Sweden
Rottneros Group, Rottneros AB Group Rottneros AB with its registered office in Söderhamn, Sweden; Rottneros
Bruk AB with its registered office in Rottneros, Sweden; Utansjo Bruk AB with
its registered office in Söderhamn, Sweden, Vallviks Bruk AB with its
registered office in Vallvik, Sweden; Rottneros Packaging AB with its
registered office in Sunne, Sweden; SIA Rottneros Baltic with its registered
office in Kuldiga, Latvia; since 1 January 2020 – Nykvist Skogs AB with its
registered office in Gräsmark, Sweden
Pulp mills Rottneros Bruk AB with its registered office in Rottneros, Sweden; Vallviks
Bruk AB with its registered office in Vallvik, Sweden
Rottneros Purchasing Office SIA Rottneros Baltic with its registered office in Kuldiga, Latvia
Kalltorp Kalltorp Kraft Handelsbolaget with its registered office in Trollhattan, Sweden
Nemus Holding AB Nemus Holding AB with its registered office in Göteborg, Sweden
Thomas Onstad The Issuer’s core shareholder, holding directly and indirectly over 50% of
shares in Arctic Paper S.A.; a member of the Issuer’s Supervisory Board
Management Board, Issuer’s Management Board, Company’s Management
Board, Group’s Management Board
Management Board of Arctic Paper S.A.
Supervisory Board, Issuer’s Supervisory Board, Company’s Supervisory
Board, Group’s Supervisory Board, SB
Supervisory Board of Arctic Paper S.A.
GM, General Meeting, Issuer’s General Meeting, Company’s General
Meeting
Annual General Meeting of Arctic Paper S.A.
EGM, Extraordinary General Meeting, Issuer’s Extraordinary General
Meeting, Company’s Extraordinary General Meeting
Extraordinary General Meeting of Arctic Paper S.A.
Articles of Association, Issuer’s Articles of Association, Company’s Articles of
Association
Articles of Association of Arctic Paper S.A.
SEZ Kostrzyńsko-Słubicka Special Economic Zone
Registration Court District Court in Zielona Góra
Warsaw Stock Exchange, WSE Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna
KDPW, Depository Krajowy Depozyt Papierów Wartościowych Spółka Akcyjna with its registered
office in Warsaw
PFSA Polish Financial Supervision Authority
SFSA Swedish Financial Supervisory Authority, equivalent to PFSA
NASDAQ in Stockholm, Nasdaq Stock Exchange in Stockholm, Sweden
CEPI Confederation of European Paper Industries
EURO-GRAPH The European Association of Graphic Paper Producers
Eurostat European Statistical Office
GUS Central Statistical Office of Poland
NBSK Northern Bleached Softwood Kraft
BHKP Bleached Hardwood Kraft Pulp
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Definitions of selected terms and financial indicators and abbreviations of currencies
Abbreviation Definition
Sales profit margin Ratio of profit/(loss) on sales to sales revenue from continuing operations
EBIT Profit on continuing operating activities (Earnings Before Interest and Taxes)
EBIT profitability, operating profitability, operating profit margin Ratio of operating profit/(loss) to sales revenue from continuing operations
EBITDA Operating profit from continuing operations increased by depreciation and
impairment losses on assets
EBITDA profitability, EBITDA margin Ratio of operating profit increased by depreciation and impairment losses on
assets to sales revenue from continuing operations
Gross profit margin Ratio of gross profit/(loss) to sales revenue from continuing operations
Sales profitability ratio, net profit margin Ratio of net profit/(loss) to sales revenue
Return on equity, ROE Ratio of net profit/(loss) to equity
Return on assets, ROA Ratio of net profit/(loss) to total assets
EPS Earnings Per Share, ratio of net profit to the weighted average number of
shares
BVPS Book Value Per Share, Ratio of book value of equity to the number of shares
Debt-to-equity ratio Ratio of total liabilities to equity
Equity to non-current assets ratio Ratio of equity to non-current assets
Interest-bearing debt-to-equity ratio Ratio of interest-bearing debt and other financial liabilities to equity
Net debt-to-EBITDA ratio Ratio of interest-bearing debt minus cash to EBITDA from continuing operations
EBITDA-to-interest coverage ratio Ratio of EBITDA to interest expense from continuing operations
Current ratio Ratio of current assets to current liabilities
Quick ratio Ratio of current assets minus inventory and short-term accruals and deferred
income to current liabilities
Cash solvency ratio Ratio of total cash and similar assets to current liabilities
DSI Days Sales of Inventory, ratio of inventory to cost of sales multiplied by the
number of days in the period
DSO Days Sales Outstanding, ratio of trade receivables to sales income from
continuing operations multiplied by the number of days in the period
DPO Days Payable Outstanding, Ratio of trade payables to cost of sales from
continuing operations multiplied by the number of days in the period
Operating cycle DSI + DSO
Cash conversion cycle Operating cycle – DPO
FY Financial year
Q1 1st quarter of the financial year
Q2 2nd quarter of the financial year
Q3 3rd quarter of the financial year
Q4 4th quarter of the financial year
H1 First half of the financial year
H2 Second half of the financial year
YTD Year-to-date
Like-for-like, LFL On a comparable basis, with respect to operating result.
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Abbreviation Definition
p.p. Percentage point, difference between two amounts of one item given in
percentage
PLN, zł, złoty Monetary unit of the Republic of Poland
gr grosz – 1/100 of one zloty (the monetary unit of the Republic of Poland)
Euro, EUR Monetary unit of the European Union
GBP Pound sterling, monetary unit of the United Kingdom
SEK Swedish Krona – monetary unit of the Kingdom of Sweden
USD United States dollar, the legal tender in the United States of America
IAS International Accounting Standards
IFRS International Financial Reporting Standards
IFRS EU International Financial Reporting Standards endorsed by the European Union
GDP Gross Domestic Product
Other definitions and abbreviations
Abbreviation Definition
Series A Shares 50,000 Shares of Arctic Paper S.A. A series ordinary shares of PLN 1 each.
Series B Shares 44,253,500 Shares of Arctic Paper S.A. B series ordinary shares of PLN 1 each.
Series C Shares 8,100,000 Shares of Arctic Paper S.A. C series ordinary shares of PLN 1 each.
Series E Shares 3,000,000 Shares of Arctic Paper S.A. E series ordinary shares of PLN 1 each.
Series F Shares 13,884,283 Shares of Arctic Paper S.A. F series of the nominal value of PLN 1
each
Shares, Issuer’s Shares Series A, Series B, Series C, Series E, and Series F Shares jointly
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FORWARD LOOKING STATEMENTS
The information contained in this report which does not relate to historical facts relates to forward looking
statements. Such statements may, in particular, concern the Group’s strategy, business development, market
projections, planned investment outlays, and future revenue. Such statements may be identified by the use of
expressions pertaining to the future such as, e.g., “believe”, “think”, “expect”, “may”, “will”, “should”, “is expected”,
“is assumed”, and any negations and grammatical forms of these expressions or similar terms. The statements
contained in this report concerning matters which are not historical facts should be treated only as projections
subject to risk and uncertainty. Forward-looking statements are inevitably based on certain estimates and
assumptions which, although our management finds them rational, are naturally subject to known and unknown
risks and uncertainties and other factors that could cause the actual results to differ materially from the historical
results or the projections. For this reason, we cannot assure that any of the events provided for in the forward-
looking statements will occur or, if they occur, about their impact on the Group’s operating activities or financial
situation. When evaluating the information presented in this report, one should not rely on such forward-looking
statements, which are stated only as at the date they are expressed. Unless legal regulations contain detailed
requirements in this respect, the Group shall not be obliged to update or verify those forward-looking statements in
order to provide for new developments or circumstances. Furthermore, the Group is not obliged to verify or to
confirm the analysts’ expectations or estimates, except for those required by law.
FORWARD-LOOKING STATEMENTS RELATING TO RISK FACTORS
In this report we described the risk factors that the Management Board of our Group considers specific to the sector
we operate in; however, the list may not be exhaustive. Other factors may arise that have not been identified by us
and that could have material and adverse impact on the business, financial condition, results of operations or
prospects of the Arctic Paper Group. In such circumstances, the price of the shares of the Company listed at Giełda
Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) or at NASDAQ in Stockholm may
decrease, investors may lose their invested funds in whole or in part and the potential dividend disbursement by the
Company may be limited.
We ask you to perform a careful analysis of the information disclosed in “Risk factors” of this report – the section
contains a description of risk factors and uncertainties related to the business of the Arctic Paper Group.
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Selected consolidated financial data
Period
from 01.01.2025
to 31.12.2025
Period
from 01.01.2024
to 31.12.2024
Period
from 01.01.2025
to 31.12.2025
Period
from 01.01.2024
to 31.12.2024
PLN ‘000 PLN ‘000 EUR ‘000 EUR ‘000
Continuing operations
Sales revenue 3 197 594 3 434 693 754 648 797 994
Operating profit/(loss) (153 776) 184 294 (36 292) 42 818
Gross profit/(loss) (211 091) 192 449 (49 818) 44 712
Net profit/(loss) for the period (175 365) 161 105 (41 387) 37 430
Net profit/(loss) attributable to the shareholders of the Parent Company (99 681) 154 457 (23 525) 35 886
Net cash flows from operating activities 118 332 188 395 27 927 43 770
Net cash flows from investing activities (302 041) (416 630) (71 283) (96 797)
Net cash flows from financing activities 43 951 22 835 10 373 5 305
Change in cash and cash equivalents (139 758) (205 400) (32 984) (47 721)
Weighted average number of ordinary shares 69 287 783 69 287 783 69 287 783 69 287 783
Diluted weighted average number of ordinary shares 69 287 783 69 287 783 69 287 783 69 287 783
EPS (in PLN/EUR) (1,44) 2,23 (0,34) 0,52
Diluted EPS (in PLN/EUR) (1,44) 2,23 (0,34) 0,52
Average PLN/EUR exchange rate* 4,2372 4,3042
As at
31 December 2025
As at
31 December 2024
As at
31 December 2025
As at
31 December 2024
PLN ‘000 PLN ‘000 EUR ‘000 EUR ‘000
Assets 2 676 405 2 756 963 633 214 645 205
Non-current liabilities 202 827 375 560 47 987 87 891
Current liabilities 776 136 612 680 183 627 143 384
Equity 1 697 441 1 768 723 401 600 413 930
Share capital 69 288 69 288 16 393 16 215
Number of ordinary shares 69 287 783 69 287 783 69 287 783 69 287 783
Diluted number of ordinary shares 69 287 783 69 287 783 69 287 783 69 287 783
Book value per share (in PLN/EUR) 24,50 25,53 5,80 5,97
Diluted book value per share (in PLN/EUR) 24,50 25,53 5,80 5,97
Declared or paid dividend (in PLN/EUR) - 69 287 783 - 16 215 255
Declared or paid dividend per share (in PLN/EUR) - 1,00 - 0,23
PLN/EUR exchange rate at the end of the period** - - 4,2267 4,2730
* – Items of the Statement of profit or loss and Statement of cash flows have been translated at the arithmetic average of the NBP exchange rates during the year, prevailing in the period
that the presented data refers to.
** – Balance sheet items and book value per share have been translated at the average exchange rates published by the National Bank of Poland, prevailing on the balance sheet date.
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MANAGEMENT BOARD’S
REPORT FOR 2025
OF ARCTIC PAPER SA
Management Board’s
Report
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Description of the business of the Arctic Paper SA Group
GENERAL INFORMATION
The Arctic Paper Group is a paper and pulp producer. We offer bulky book paper and a wide range of products in
this segment, as well as high-grade graphic paper. The Group produces numerous types of uncoated and coated
wood-free paper as well as wood-containing uncoated paper for printing houses, paper distributors, book and
magazine publishing houses and the advertising industry. In connection with acquisition of the Rottneros Group in
December 2012, the Group’s assortment was expanded with the production of pulp. As at 31 December 2025, the
Arctic Paper Group employed around 1,500 people in its paper mills, companies involved in sale of paper and in
pulp producing companies, procurement office and a company producing food packaging. Our paper mills are
located in Poland and Sweden, and have total production capacity of over 630,000 tonnes of paper per year. Our
pulp mills located in Sweden have aggregated production capacities of over 400,000 tonnes of pulp annually. As at
31 December 2025, the Group had 13 Sales Offices ensuring access to all European markets, including Central
and Eastern Europe. Our consolidated sales revenue for 12 months of 2025 amounted to PLN 3,198 million.
Arctic Paper S.A. is a holding company set up in April 2008. The Parent Company is entered in the register of
entrepreneurs of the National Court Register maintained by the District Court in Zielona Góra, 8th Commercial
Division of the National Court Register, under KRS number 0000306944. The Parent Company holds statistical
number REGON 080262255. The Company has a foreign branch in Göteborg, Sweden.
Business activity
The principal business of the Arctic Paper Group is production and sales of paper and pulp. The Group’s additional
business, partly subordinate to paper and pulp production, covers:
● Production of packaging,
● Generation of electricity,
● Transmission of electricity,
● Electricity distribution,
● Heat production,
● Heat distribution,
● Logistics services,
● Paper and pulp distribution.
Our production facilities
As at 31 December 2025, as well as on the day hereof, the Group owned the following paper mills:
● the paper mill in Kostrzyn nad Odrą (Poland) has the production capacity of about 285,000 tonnes per year and
mainly produces uncoated wood-free paper for general printing use such as printing books, brochures and
forms, and for producing envelopes and other paper products;
● the paper mill in Munkedal (Sweden) has the production capacity of about 145,000 tonnes and mainly produces
fine uncoated wood-free paper used primarily for printing books and high-quality brochures;
● the paper mill in Grycksbo (Sweden) has the production capacity of about 200,000 tonnes per year and
produces coated wood-free paper used for printing maps, books, magazines, posters and printing of advertising
materials.
As at 31 December 2025, as well as on the day hereof, the Group owned the following pulp mills:
● the Rottneros mill (Sweden) has a production capacity of approximately 160,000 tonnes per year and produces
one type of mechanical fibre pulp: chemi-thermo mechanical pulp (CTMP);
● the pulp mill in Vallvik (Sweden) has the annual production capacity of about 240,000 tonnes and produces two
types of long-fibre sulphate pulp: fully bleached sulphate pulp and unbleached sulphate pulp. Most of the
production of the Vallvik pulp mill is known as NBSK pulp. The unbleached sulphate pulp produced by the pulp
mill is characterised by very high purity and is primarily used, among other things, in the manufacture of
transformers and in the cable industry.
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Our products
The product assortment of the Arctic Paper Group covers:
● Uncoated wood-free paper, in particular:
● white offset paper that we produce and distribute primarily under the Amber brand which is one of the most
versatile types of paper destined for various applications;
● wood-free bulky book paper that we produce under the Munken brand, used primarily for book printing;
● high-quality graphic paper with a particularly smooth or rough surface, used for printing various advertising
and marketing materials, which we produce under the Munken Design brand;
● Coated wood-free paper, in particular:
● coated wood-free paper, manufactured under the G and Arctic Volume brands, used primarily for printing of
books, magazines, catalogues, maps, personalised direct mail correspondence.
● Uncoated wood-containing paper, in particular:
● premium wood containing bulky book paper that we produce and distribute under the Munken brand, was
developed specially for multi-colour and B/W printing of books;
● Packaging papers:
● kraft paper, which is manufactured under the brand name Munken Kraft
● one side coated packaging papers produced under the brand name G-Flexmatt
Both grades are ideal for a wide range of packaging applications, such as shopping bags, bags for loose food
products, packaging or laminates used in the food or non-food industry.
● Unbleached sulphate pulp;
● fully bleached sulphate pulp and unbleached sulphate pulp used primarily to produce printing and writing
paper, cardboard, toilet paper and white packaging paper.
● Mechanical fibre pulp:
● chemi-thermo mechanical pulp (CTMP), which is mainly used in the production of printing and writing paper;
CAPITAL GROUP STRUCTURE
The Arctic Paper Group comprises Arctic Paper S.A., as the Parent Company, and its subsidiaries, as well as joint
ventures. Since 23 October 2009, Arctic Paper S.A. has been listed on the primary market of Giełda Papierów
Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) and since 20 December 2012 in the NASDAQ stock
exchange in Stockholm. The Group operates through its paper mills and pulp mills and its subsidiary producing
packaging as well as its Sales Offices and Procurement Offices.
Detailed information on the organisation of the Arctic Paper Group with identification of the consolidated entities
is provided in the section “Accounting principles (policies)” and in Additional notes to the consolidated financial
statements (note 1 and 2).
CHANGES IN THE CAPITAL STRUCTURE OF THE ARCTIC PAPER GROUP
Changes in the Arctic Paper Group’s capital structure in 2025 are described in Other material information.
MODIFICATIONS TO THE CORE MANAGEMENT PRINCIPLES
In 2025, there were no material modifications to the core management principles.
Organisational and capital links of the Company and Group companies with other entities, domestic and
foreign investments, including capital investments made outside the Group
There were no significant organisational and capital relations between the Company and Group companies and
other entities in 2025. Neither the Company nor Group companies made investments in securities, equity financial
instruments.
SHAREHOLDING STRUCTURE
Nemus Holding AB, a company under Swedish law (a company owned indirectly by Mr Thomas Onstad), is the
majority shareholder of Arctic Paper S.A., holding (as at 31 December 2025) 41,374,890 shares of our Company,
which constitutes 59.71% of its share capital and corresponds to 59.71% of the total number of votes at General
Meetings. Thus, Nemus Holding AB is the parent company of the Issuer.
Additionally, Mr Thomas Onstad, an indirect shareholder of Nemus Holding AB, holds directly 5,323,658 shares
representing 7.68% of the total number of shares in the Company, and via another entity – 600,000 shares
===== SIDA 16 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
13
accounting for 0.87% of the total number of shares of the Issuer. Mr Thomas Onstad’s total direct and indirect
holding in the capital of Arctic Paper S.A. as at 31 December 2025 was 68.26% and has not changed until the date
of approval of this report.
as at 31.12.2025
Shareholder
Number
of shares
Share in
the share capital
[%]
Number
of votes
Share in the total
number of votes
[%]
Thomas Onstad 47 298 548 68,26% 47 298 548 68,26%
– indirectly via 41 974 890 60,58% 41 974 890 60,58%
Nemus Holding AB 41 374 890 59,71% 41 374 890 59,71%
other entity 600 000 0,87% 600 000 0,87%
– directly 5 323 658 7,68% 5 323 658 7,68%
Other 21 989 235 31,74% 21 989 235 31,74%
Total 69 287 783 100,00% 69 287 783 100,00%
Treasury shares - 0,00% - 0,00%
Total 69 287 783 100,00% 69 287 783 100,00%
The data in the above table is shown as at the date of approval of this report, which has not changed as compared
with the position as at 31 December 2025, and the date of publication of the quarterly report for Q3 2025, i.e. as at
6 November 2025.
MARKET ENVIRONMENT
Segments of the graphic paper market
The graphic paper market is split into three core segments:
● coated and uncoated fine paper,
● coated and uncoated wood-containing paper,
● magazine paper.
The Group operates solely in the segment of high-quality graphic papers. We are not present in the newsprint and
copy paper segments.
===== SIDA 17 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
14
Below is a description of segments in the graphic market:
● fine paper is wood-free paper in which at least 90% of the fibre content consists of pulp fibres obtained using
chemical processes. It includes the following categories:
● uncoated wood-free paper produced from wood pulp. This paper can be subjected to additional treatments
such as surface sizing, calendering and surface or bulk dyeing. The two main end-use categories in this
segment are graphic paper, used primarily for printing books, textbooks and catalogues, and office copying
paper. The two main categories of this type of paper are graphic paper (used, among others, for printing
books, textbooks and catalogues) and office copying paper (xerographic paper).
● coated wood-free paper made from pulp and coated with mixtures of pigments and binders (such as kaolin or
calcium carbonate). The coating can be applied on (online) or off (offline) the paper machine. The coating
process improves surface smoothness, enhances background opacity and enables higher quality colour
reproduction.
● Wood-containing paper is most often manufactured of mechanical pulp or recycled-paper pulp, without or with
small quantities of filler. It contains lignin which increases the opacity of the paper but accelerates ageing.
● uncoated wood-containing paper is manufactured of mechanical pulp, used to print magazines with
rotogravure and offset techniques (newsprint) and to print single-colour publications. Products of the Group
in that segment are usually used to print paperbacks.
● coated wood-containing paper, made from mechanical pulp and usually coated on both sides, is used for
printing multicoloured magazines and catalogues. These papers are usually supplied in rolls and used in
heatset printing.
Additional information on the market environment is provided further in this report in the section: Information on
market trends.
Packaging paper market segments in which Arctic Paper operates:
The packaging paper market, where Arctic Paper operates, is divided into two basic segments:
● Kraft paper, which is divided into bleached, unbleached and recycled fibre papers
● packaging papers coated on one side
GRA AND BOO A ER
NE A ER
N OATED OOD REE
A ER
N OATED OOD REE O E
A ER
OATED OOD REE A ER N OATED
OOD ONTA N NG A ER
OATED
OOD ONTA N NG A ER
OOD ONTA N NG A ER
===== SIDA 18 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
15
The Group operates exclusively in the segment of machine-finished kraft paper and single-side coated matt surface
packaging. We are not present in the other segments.
Pulp market segments
Since December 2012, along with the acquisition of Rottneros AB, our assortment has been expanded by:
● fully bleached sulphate pulp and unbleached sulphate pulp used primarily to produce printing and writing paper,
cardboard, toilet paper and white packaging paper.
● chemi-thermo mechanical pulp CTMP), which is mainly used in the production of printing and writing paper
INFORMATION ON THE ISSUER’S AND THE GROUP’S DEVELOPMENT STRATEGY ADOPTED AND THE
ACTIONS TAKEN AS PART OF ITS IMPLEMENTATION DURING THE PERIOD COVERED BY THE
REPORT, TOGETHER WITH A DESCRIPTION OF THE PROSPECTS FOR DEVELOPMENT IN THE
COMING YEAR.
In 2025, the market environment remained challenging, characterized by low economic activity in key European
markets and continued cost pressures, particularly in the areas of raw materials and energy. Weak demand
continued to have a negative impact on the Group’s sales levels and financial performance.
Despite initiatives aimed at increasing sales volumes of paper and pulp, market conditions limited the ability to
effectively pass rising costs on to customers, which posed a significant challenge to maintaining profitability.
Consequently, the financial results achieved in 2025 should be assessed as unsatisfactory.
M
MG
B M MG
D
R
O
A AG NG A ERS
RA T A ERS
B EA ED RA T A ERS NB EA ED RA T A ER RE ED RA T
A ER
ONE S DE OATED E B E A AG NG
ME AN A
ME AN A GRO ND OOD
E MO T ERMO ME AN A
TM
B EA ED
AND NB EA ED ON ERO S
OOD S ATE NBS
B EA ED ARD OOD RA T
B
E M A
===== SIDA 19 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
16
At the same time, it should be emphasized that the performance achieved was supported by the consistent
execution of optimization measures, including further improvements in cost efficiency and active management of
the energy and raw materials portfolio.
SALES STRUCTURE
In 2025 and in 2024, the sales structure by main product lines was as follows:
PLN ‘000 2025 % share 2024 % share
Paper 2 224 339 70% 2 413 664 70%
Amber 964 147 30% 1 039 929 30%
G-Print 642 222 20% 641 329 19%
Munken 497 855 16% 508 142 15%
Arctic 79 345 2% 182 256 5%
AP Tech 40 769 1% 42 006 1%
Other - 0% 2 0%
Pulp 973 256 30% 1 021 030 30%
NBSK and derivatives 849 782 27% 891 138 26%
CTMP - 0% 81 395 2%
Other 123 423 4% 48 496 1%
Other (bioproducts and wood)
Total paper and pulp 3 197 594 100% 3 434 693 100%
===== SIDA 20 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
17
thousand tonnes 2025 % share 2024 % share
Paper 492 59% 486 59%
Amber 235 28% 220 27%
G-Print 148 18% 133 16%
Munken 85 10% 88 11%
Arctic 15 2% 37 4%
AP Tech 9 1% 9 1%
Other - 0% - 0%
Pulp 335 41% 341 41%
NBSK and derivatives 230 28% 219 26%
CTMP 105 13% 122 15%
Total paper and pulp 827 100% 827 100%
In 2025 there were no material changes to the sales structure of paper and pulp by the Group or in the revenue
structure from sales of paper and pulp by the Group by its products. In 2025, a decrease in sales volume and an
increase in the value of sales of paper and pulp were recorded.
SALES MARKETS
In 2025, sales generated outside Poland accounted for around 83% of the Group’s total sales, remaining at a level
comparable to the previous year. As in previous years, the Group’s sales activities were mainly focused on
European markets, which accounted for 97% of total sales in 2025 (2024: 98%).
The geographical breakdown of sales revenue by the Group’s main markets in 2025 and 2024 is shown in note
4.11 to the consolidated financial statements.
BUYERS
The base of our customers covers both direct and indirect buyers. Direct buyers purchase the Group’s products at
our paper mills. Indirect buyers do not buy the Group’s products on their own and they resort to the services of
printing houses or paper wholesalers, nevertheless, they constitute an important target group of marketing activities
of Arctic Paper since it is indirect buyers that recommend the use of the Group’s papers to direct buyers. The
groups of direct and indirect buyers of products include:
● printing houses – they are direct buyers straight from the Group’s paper mills,
● wholesalers – they are direct buyers of paper manufactured by the Group for further re-sale,
● publishers – they are direct and indirect buyers of paper manufactured by the Group straight from the Group for
their publishing business and instruct or recommend the use of our paper to printing houses to which they
commission the printing of books and other publications,
● advertising agencies – they are mainly indirect buyers that do not buy our products directly; however, they play
an important role in commissioning and recommending our products to printing houses, in particular high-quality
paper to print annual reports of companies, brochures, leaflets and packaging,
● final buyers and brand owners – they are direct and indirect customers who purchase our products directly, as
well as playing an important role in recommending the use of our products to printers they have entrusted with
printing.
Pulp mill products are mainly bought by customers that produce paper for printing, paper hygienic products and
cardboard as well as electrical devices and filters. Pulp is supplied to operators that do not have the capacity to
produce cellulose in-house, as well as to producers that produce specific grades of cellulose and source other
types externally.
===== SIDA 21 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
18
In our opinion, we are not materially dependent on any single specific buyer. The Group’s consolidated revenue
for 2025 shows that the share of the largest buyer did not exceed 10% of total sales revenue.
SUPPLIERS
In its business, the Group relies on the following goods and services:
● Pulp for paper mills,
● Wood for pulp mills,
● Chemicals,
● Electricity,
● Transport services.
Pulp
Pulp is the core material used by the Group to produce paper. The Group acquires pulp on the basis of renewable
annual contracts concluded under framework agreements or one-off transactions.
Wood
Wood is the core material used by the pulp mills to produce pulp. The Rottneros Group has a purchasing
department placing orders at sawmills in Sweden, as well as a subsidiary, SIA Rottneros Baltic, purchasing timber
in the Baltic countries.
Chemicals
The core chemicals used to produce papers are fillers (mainly calcium carbonate), starch (of maize,
potatoes, tapioca), optical bleaching agents and other chemicals. Chemicals are also used to produce
cellulose.
Electricity
In its production processes, the Group uses electricity and heat energy. The entire demand for electricity and heat
energy for the paper mill in Kostrzyn is covered with its own heat and power plant using natural gas. The gas is
supplied pursuant to a contract with a Polish supplier (PGNiG) at annual indexed prices in line with changes to the
sectoral indicators published by GUS [Central Statistical Office of Poland] subject to negotiations of the indexation
formula when the contractual change levels are exceeded. Gas is acquired from deposits located close to Kostrzyn
nad Odrą and delivered to the paper mill with a local pipeline.
In autumn 2022, a new boiler designed to generate steam from waste fuels was commissioned at the Arctic
Paper Munkedals mill. The boiler is designed to handle any solid fuel. The paper mill is also powered by electricity
from an internal hydroelectric power station, mains electricity and steam from a natural gas boiler.
Energy for the Arctic Paper Grycksbo mill is obtained from biomass and electricity is partly acquired from
external suppliers.
The Rottneros Pulp mill meets its entire electricity demand through purchases from external suppliers.
The Vallvik pulp mill provides for around 75% of its demand for electricity with its own resources. The remaining
demand for electricity is covered with purchases from external suppliers.
Transport services
The Group does not operate its own means of transportation and resorts to specialised external entities for
distribution of its products from paper mills and warehouses to buyers.
The Group is not materially dependent on any of its suppliers. Based on the Group’s consolidated costs for
2025, the share of the largest supplier did not exceed 10% of total costs.
INFORMATION ON THE SEASONAL OR CYCLICAL NATURE OF BUSINESS
The demand for the Group’s products is subject to slight variations throughout the year. Reduced demand for paper
occurs each year during summer holidays and around Christmas when some printing houses, in particular in
Western Europe are closed. Global graphic paper markets are also subject to structural decline due to digitalisation
===== SIDA 22 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
19
in society, but thanks to its efficient sales process and strong brands, Arctic Paper manages its market shares and
overall paper decline better than its competitors.
RESEARCH AND DEVELOPMENT
The Arctic Paper Group mainly carries out development work aimed at streamlining and modernizing production
processes, improving cost and energy efficiency and improving the quality of the products offered. During the
period covered by this report, the paper and pulp mills carried out development work aimed at improving the
production process, reducing energy and raw material consumption and optimising the cost of the production
process.
LABOUR MATTERS
Matters relating to the Group’s employees are detailed in the section of the Management Report “Sustainability
statement”.
NATURAL ENVIRONMENT
Group complies with environmental standards set forth in numerous applicable regulations and in administrative
decisions. The standards are aimed at ensuring protection of soil, air and water against pollution as well as noise
and electromagnetic fields. In the section “Sustainability statement” we describe how environmental regulations
affect the Group’s activities.
===== SIDA 23 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
20
Summary of the
consolidated
financial results
MANAGEMENT BOARD’S
REPORT FOR 2025
OF ARCTIC PAPER SA
===== SIDA 24 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
21
Summary of the consolidated financial results
SELECTED ITEMS FROM THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS
PLN ‘000 2025 2024
Change %
2025/2024
Continuing operations
Sales revenue 3 197 594 3 434 693 (6,9)
of which:
Sales of paper 2 224 339 2 413 663 (7,8)
Sales of pulp 973 255 1 021 030 (4,7)
Profit on sales 231 261 584 386 (60,4)
% of sales revenue 7,23 17,01 (9,8) p.p.
Selling and distribution costs (345 483) (349 188) (1,1)
Administrative expenses (109 576) (120 618) (9,2)
Other operating income 129 360 132 055 (2,0)
Other operating expenses (59 338) (62 341) (4,8)
EBIT (153 776) 184 294 (183,4)
% of sales revenue (4,81) 5,37 (10,2) p.p.
EBITDA 40 521 298 596 (86,4)
% of sales revenue 1,27 8,69 (7,4) p.p.
Finance income 4 406 19 686 (77,6)
Finance costs (61 721) (11 531) 435,3
Gross profit/(loss) (211 091) 192 449 (209,7)
Income tax 35 726 (31 344) (214,0)
Net profit/(loss) (175 365) 161 105 (208,9)
% of sales revenue (5,48) 4,69 (10,2) p.p.
Net profit/(loss) for the reporting period attributable to the shareholders of the Parent Company (99 681) 154 458 (164,5)
===== SIDA 25 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
22
Revenue
In 2025, consolidated sales revenue amounted to PLN 3,197,594 thousand, compared with PLN 3,434,693
thousand in the previous year, representing a decrease of 6.9% (PLN 237,099 thousand). Revenue from paper
sales decreased by 7.8% (PLN 189,324 thousand) and revenue from pulp sales decreased by 4.7% (PLN 47,775
thousand) compared with 2024.
The volume of paper sales in 2025 was 492,000 tonnes (2024: 486,000 tonnes) and was 6,000 tonnes higher
than in the previous year. This represents an increase in sales volume by 1%.
Pulp sales volumes in 2025 were 335,000 tonnes (2024: 341,000 tonnes) and was 6,000 tonnes lower than in
the previous year. This means a decrease in sales volume by 2%.
Profit on sales, costs of sales, selling and distribution costs, and administrative expenses
Profit on sales in 2025 was by 60.4% lower than in the previous year. Sales profit margin in the current year
amounted to 7.23% compared with 17.01% (-9.8 p.p.) in the previous year.
The decrease in profit on sales in 2025 compared with 2024 was mainly due to a decrease in paper sales prices
with an increase in paper sales volume, as well as a decrease in pulp sales volume due to limited market demand.
In 2025, the selling and distribution costs amounted to PLN 345,483 thousand, down 1.1% on 2024. The selling
and distribution costs comprise particularly transportation costs.
In 2025, administrative expenses reached PLN 109,576 thousand, compared with PLN 120,618 thousand in
2024, a decrease of 9.2%. The main reasons for the decrease were lower costs related to the provision of external
consultancy services to the Group and lower employee benefit costs.
Other operating income and expenses
Other operating income in 2025 amounted to PLN 129,360 thousand, down by PLN 2,695 thousand compared with
the previous year.
Other operating expenses in 2025, reached PLN 59,338 thousand, down by PLN 3,003 thousand compared
with the previous year.
A major part of the other operating income and expenses includes revenue and costs of sales of sold energy
and other materials. In addition, other operating income in 2025 shows the following subsidy granted to the
Kostrzyn plant in the amount of PLN 39,508 thousand. This subsidy applied to companies in the energy-intensive
industry and was linked to natural gas and electricity prices.
Finance income and finance costs
In 2025, the finance income amounted to PLN 4,406 thousand and were lower in comparison to the income
recorded in 2024 by PLN 15,280 thousand, mainly due to the absence of exchange rate differences and lower
interest income on bank accounts. Finance costs in 2025 amounted to PLN 61,721 thousand compared with PLN
11,531 thousand incurred in 2024.
The higher finance costs in 2025 were primarily due to the negative result on foreign exchange differences and
higher amount of bank interests.
Income tax
Income tax in 2025 amounted to PLN 35,726 thousand, while in 2024 it amounted to PLN -37,948 thousand. The
effective tax rate to gross profit in 2025 was 18% (2024: 16%).
Profitability analysis
The Company uses alternative performance measurements when describing the Group’s financial position. In the
opinion of the Management Board, these selected indicators provide valuable information on the financial and
operational situation (in addition to the data provided by the Company in its financial statements), as well as
facilitating the analysis and evaluation of the Group’s financial results over the individual reporting periods.
The Company presents alternative performance measurements as they represent standard measures and ratios
commonly used in financial analysis, however, these ratios may be calculated and presented differently by different
companies. Therefore, the Issuer provides the exact definitions used by the Group in its reporting process. The
selection of alternative performance measures was preceded by a thorough analysis of their usefulness in terms of
providing shareholders, analysts and investors with useful information on financial position and financial efficiency,
which the Company believes allows for an optimal assessment of its financial results.
===== SIDA 26 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
23
The ratios presented by the Company were calculated according to the formulas described at the beginning of
this report in the “Definitions and explanations of abbreviations”.
EBITDA in 2025 was PLN 40,521 thousand, while in 2024 it was PLN 298,596 thousand. The decrease in
EBITDA in 2025 is mainly due to lower paper selling prices and higher raw material prices, and also lower sales
volumes of paper and pulp.
In the reporting period, the EBITDA margin was 1.27% versus 8.69% in 2024.
Operating profit for 2025 amounted to PLN -153,776 thousand and for 2024 to PLN 184,294 thousand. The
operating profit margin in 2025 was -4.81% versus +5.37% in 2024. The lower operating profit in 2025 resulted
from lower EBITDA.
Net profit in 2025 was PLN -175,365 thousand, while in 2024 it was PLN 161,105 thousand. Net profit margin in
2025 amounted to -5.48% as compared with +4.69% in 2024.
PLN ‘000 2025 2024
Change %
2025/2024
Profit/(loss) on sales 231 261 584 386 (60,4)
% of sales revenue 7,23 17,01 (9,8) p.p.
EBITDA 40 521 298 596 (86,4)
% of sales revenue 1,27 8,69 (7,4) p.p.
EBIT (153 776) 184 294 (183,4)
% of sales revenue (4,81) 5,37 (10,2) p.p.
Net profit/(loss) (175 365) 161 105 (208,9)
% of sales revenue (5,48) 4,69 (10,2) p.p.
Return on equity / ROE (%) (10,3) 9,1 (19,4) p.p.
Return on assets / ROA (%) (6,6) 5,8 (12,4) p.p.
In 2025, return on equity was -10.3%, while in 2024 it was +9.1%.
In 2025, return on assets was -6.6%, while in 2024 it was +5.8%.
The decrease in return on equity and return on assets in 2025 was mainly due to the decrease in net profit
achieved in 2025 compared with 2024.
===== SIDA 27 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
24
SELECTED ITEMS FROM THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
PLN ‘000 31.12.2025 31.12.2024
Change
31/12/2025
-31/12/2024
Non-current assets 1 643 086 1 492 327 150 759
Inventories 443 529 495 044 (51 515)
Receivables 390 129 444 931 (54 802)
trade receivables 367 833 428 773 (60 940)
Other current assets 48 019 37 077 10 941
Cash and cash equivalents 151 642 287 583 (135 940)
Total assets 2 676 405 2 756 963 (80 557)
Equity 1 697 441 1 768 723 (71 282)
Current liabilities 776 136 612 680 163 456
of which:
trade and other payables 454 527 427 154 27 373
interest-bearing debt 205 795 61 363 144 432
other non-financial liabilities 115 814 124 163 (8 349)
Non-current liabilities 202 828 375 560 (172 732)
of which:
interest-bearing debt 92 561 224 848 (132 287)
other non-financial liabilities 110 266 150 712 (40 446)
Total equity and liabilities 2 676 405 2 756 963 (80 557)
As at 31 December 2025, total assets amounted to PLN 2,676,405 thousand compared with PLN 2,756,963
thousand at the end of 2024.
Non-current assets
At the end of December 2025, non-current assets amounted to PLN 1,643,086 thousand and accounted for 61.4%
of total assets, compared with PLN 1,492,327 thousand at the end of 2024 (54.1% of total assets).
The increase in the value of non-current assets was primarily due to an increase in the value of property, plant
and equipment, related to investments under the 4P strategy.
Current assets
As at the end of December 2025, current assets amounted to PLN 1,033,319 thousand as compared with PLN
1,264,634 thousand at the end of December 2024. Within current assets, inventories decreased by PLN 51,515
thousand, receivables decreased by PLN 54,802 thousand, other current assets increased by PLN 10,941
thousand, and cash and cash equivalents decreased by PLN 135,940 thousand. Current assets represented 38.6%
of total assets as at the end of December 2025 (45.9% as at the end of 2024) and included inventories – 16.6%
(18.0% as at the end of 2024), receivables – 14.6% (16.1% as at the end of 2024), other current assets – 1.8%
(1.3% as at the end of 2024) and cash and cash equivalents – 5.7% (10.4% as at the end of 2024). The increase in
===== SIDA 28 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
25
other current assets was mainly due to an increase in prepayments for unclaimed gas. The decrease in cash was
mainly due to negative cash flows from investing activities.
Equity
As at the end of 2025, the equity amounted to PLN 1,697,441 thousand as compared with PLN 1,768,723 thousand
at the end of 2024. As at the end of December 2025, equity accounted for 63.4% of total equity and liabilities
(64.2% as at 31 December 2024).
The decrease in equity was primarily due to the net loss for 2025.
Current liabilities
As at the end of December 2025, current liabilities amounted to PLN 776,136 thousand (29.0% of the balance
sheet total), compared with PLN 612,680 thousand (22.2% of the balance sheet total) at the end of 2024.
In 2025, there is an increase of PLN 163,456 thousand in current liabilities mainly due to an increase in loan
debt.
Non-current liabilities
As at the end of December 2025, non-current liabilities amounted to PLN 202,828 thousand (7.6% of the balance
sheet total), compared with PLN 375,560 thousand (13.6% of the balance sheet total) at the end of 2024. In the
year under review, there was a decrease of PLN 172,732 thousand in non-current liabilities.
The decrease in non-current liabilities was mainly due to the repayment of loan instalments.
Debt analysis
2025 2024
Change %
2025/2024
Debt to equity ratio (%) 57,7 55,9 1,8 p.p.
Equity to non-current assets ratio (%) 103,3 118,5 (15,2) p.p.
Interest-bearing debt-to-equity ratio (%) 17,6 16,2 1,4 p.p.
Net debt to EBITDA ratio for the last 12 months (x) 3,62 (0,00) 3,62
EBITDA to interest coverage ratio (x) 2,8 39,8 (36,9)
As at the end of December 2025, the equity debt ratio was 57.7% and was higher by 1.8 p.p. versus the end of
December 2024. The increase in the ratio was mainly due to a decrease in equity.
The non-current assets to equity ratio amounted to 103.3% at the end of 2025, which was 15.2 p.p. lower than
the level at the end of December 2024 as a result of a decrease in equity and an increase in non-current assets.
The debt-to-equity ratio with interest-bearing debt was at the end of 2025 17.6% and was 1.4 p.p. higher than
the level of this ratio calculated at the end of December 2024 mainly on the decrease in equity.
The net debt to EBITDA ratio for the last 12 months of 2025 amounted to 3.62 and was 3.62 higher than the
level of this ratio for 2024 as a result of an increase in net debt calculated as interest-bearing liabilities less cash
and a decrease in EBITDA.
The EBITDA to net interest expense ratio for the 12 last months of 2025 was 2.8 and it was lower by 36.9
versus the level of the ratio for 2024 as a result of a decrease of EBITDA.
===== SIDA 29 =====
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OF ARCTIC PAPER SA
26
Liquidity analysis
2025 2024
Change %
2025/2024
Current ratio 1,3x 2,1x (0,7)
Quick ratio 0,7x 1,2x (0,5)
Cash solvency ratio 0,2x 0,5x (0,3)
DSI (days) 54,6 63,4 (8,8)
DSO (days) 42,0 45,6 (3,6)
DPO (days) 55,9 54,7 1,2
Operating cycle (days) 96,6 109,0 (12,4)
Cash conversion cycle (days) 40,6 54,3 (13,6)
The current and quick liquidity ratios were 1.3x and 0.7x, respectively, at the end of December 2025 and decreased
by 0.7 and 0.5 compared with 31 December 2024 mainly due to a lower growth rate of current assets than current
liabilities.
The cash solvency ratio stood at 0.2 at the end of December 2025, lower than the level of the ratio at the end of
December 2024 (by 0.3) mainly due to a decrease in cash balances.
The cash conversion cycle for 2025 (40.6 days) shortened by 13.6 days compared with 2024 (54.3 days) mainly
due to a reduction in receivables and inventory turnover.
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SELECTED ITEMS FROM THE CONSOLIDATED CASH FLOW STATEMENT
PLN ‘000 2025 2024
Change %
2025/2024
Cash flows from operating activities 118 329 188 395 (37,2)
of which:
Gross profit/(loss) (211 091) 192 449 (209,7)
Depreciation and impairment loss (reversal) 194 297 114 302 70,0
Changes to working capital 145 928 (89 597) (262,9)
Other adjustments (10 804) (28 756) (62,4)
Cash flows from investing activities (302 041) (416 630) (27,2)
Cash flows from financing activities 43 951 22 835 (92,5)
Total cash flows (139 761) (205 400) (32,0)
* positive values show inflows and values in brackets show outflows of cash
Cash flows from operating activities
Net cash flows from operating activities reached PLN 118,329 thousand in 2025, compared with PLN 188,395
thousand in 2024. Cash flows from operating activities in 2025 were 37.2% lower compared to 2024. Their level
was driven by an increase in working capital.
Cash flows from investing activities
In 2025, cash flows from investing activities amounted to PLN -302,041 thousand compared with PLN -416,630
thousand in 2024 and mainly comprised expenditure on the acquisition of property, plant and equipment.
Cash flows from financing activities
Cash flows from financing activities in 2025 reached PLN 43,951 thousand compared with PLN 22,835 thousand in
2024. The positive cash flow from financing activities in 2025 was due to the issue of shares by Rottneros.
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Material information and factors affecting the financial results
and the assessment of the financial standing
KEY FACTORS AFFECTING THE COMPANY’S PERFORMANCE
The Group’s operating activities have been and will continue to be historically influenced by the following key
factors:
● macroeconomic and other economic factors;
● demand growth for products based on natural fibres;
● reduced demand for certain paper types;
● fluctuations of paper prices;
● pulp price fluctuations for paper mills, timber for pulp mills and energy prices;
● fluctuations in foreign exchange rates.
Macroeconomic and other economic factors
We believe that a number of macro-economic and other economic factors have a material impact on the demand
for high-quality paper, and they may also influence the demand for the Group’s products and the Group’s operating
results. Those factors include:
● GDP growth;
● net income – as a metric of income and affluence of the population;
● production capacity – the surplus of supply in the high-quality paper segment over demand and decreasing
sales margins on paper,
● paper consumption,
● technology development.
Demand growth for products based on natural fibres
The trend observed in developed societies concerning a reduction of man’s adverse impact on the environment, in
particular reduction of use of disposable, plastic packaging that may not be recycled, offers new opportunities for
the development of the pulp & paper sector. In many companies, work has been under way to develop new
methods of packaging and production of packaging with natural materials, including pulp, so that it can be recycled.
Arctic Paper is also involved in such research. In the near future, the product segment is expected to increase its
percentage share in the volumes and revenue of the Arctic Paper Group.
Reduced demand for certain paper types
Development of new technologies, in particular in the areas of information and communication, results in
decreasing demand for certain paper types – in particular, this affects newsprint and to a lesser extent – graphic
papers. However, despite the increasing popularity of e-books, the volume of book paper produced and sold by
Arctic Paper has been stable in the recent years, less sensitive to changing market conditions. Nevertheless, in its
strategy Arctic Paper has set a direction of activity so that within several years, the segment of non-graphic papers
(that is technical or packaging paper) accounts for 1/5 of its consolidated revenue.
Paper prices
Paper prices undergo cyclic changes and fluctuations, they depend on global changes in demand and overall
macroeconomic and other economic factors such as indicated above. Prices of paper are also influenced by a
number of factors related to the supply, primarily changes in production capacities at the worldwide and European
level.
Costs of raw materials, energy and transportation
The main elements of the Group’s operating expenses include raw materials, energy and transportation. The costs
of raw materials include mainly the costs of pulp for paper mills, timber for pulp mills and chemical agents used for
paper and pulp production. Our energy costs historically include mostly the costs of electricity, gas and rights to
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CO2 emissions. The costs of transportation include the costs of transportation services provided to the Group
mainly by external entities.
Taking into account the share of those costs in total operating expenses of the Group and the limited possibility
of controlling these costs by the Group Companies, their fluctuations may have a major impact on the Group’s
profitability.
A part of pulp supplies to our paper mills is made from our own pulp mills. The remaining part of pulp
manufactured at our pulp mills is sold to external customers.
Currency rate fluctuations
The Group’s operating results are significantly influenced by currency rate fluctuations. In particular, the Group’s
revenue and costs are expressed in different foreign currencies and are not matched, therefore, the appreciation of
the currencies in which we incur costs towards the currencies in which we generate revenue, will have an adverse
effect on the Group’s results. Our products are primarily sold to euro zone countries, Scandinavia, Poland and the
UK, thus our revenue are largely denominated in EUR, GBP, SEK and PLN while revenue from the pulp mills are
primarily denominated in USD. The Group’s operating expenses are primarily expressed in USD (pulp costs for
paper mills), EUR (costs related to pulp for paper mills, energy, transportation, chemicals), PLN (the majority of
other costs incurred by the paper mill in Kostrzyn nad Odrą) and SEK (the majority of other costs incurred by the
Munkedal and Grycksbo paper mills as well as the Rottneros and Vallvik pulp mills).
Exchange rates also have an important impact on results reported in our financial statements because of
changes in exchange rates of the currencies in which we generate revenue and incur costs, and the currency in
which we report our financial results (PLN).
UNUSUAL EVENTS AND FACTORS
In 2025, there were no unusual events or factors.
IMPACT OF CHANGES IN ARCTIC PAPER GROUP’S STRUCTURE ON THE FINANCIAL RESULT
In 2025, there were no material changes in the Arctic Paper Group’s structure that would have material influence
on the financial result generated.
INFORMATION ON CONTRACTS SIGNIFICANT FOR THE GROUP’S OPERATIONS
Results of the share issue of the Issuer’s subsidiary
On 22 July 2025, the Management Board became aware of the results of the issue of new shares in Rottneros,
including the allocation to the Company of 10,000,000 new shares in the subsidiary Rottneros (8.7% of the offered
shares) in addition to the shares under pre-emptive rights, as part of a subscription for new shares without pre-
emptive rights. Prior to the aforementioned transaction, Arctic Paper S.A. held 78,230,883 Rottneros shares,
representing 51.27% of the share capital and 51.27% of the total number of Rottneros votes. Following the above
transaction and the exercise in full of its pre-emptive rights associated with its existing Rottneros shares, the
Company holds a total of 146 904 045 Rottneros shares, representing 55.02% of the share capital and 55.02% of
the total voting rights of Rottneros. By issuing 114,428,943 new Shares, Rottneros’ share capital increased by SEK
114,428,943, from SEK 153,393,890 to SEK 267,822,833. After the issue, the total number of shares and votes in
Rottneros is 267,822,833 shares.
Conclusion by Arctic Paper S.A. of a material financing agreement for the Issuer Group
On 31 October 2025, the Company entered into a term and revolving loan agreement (the “Loan Agreement”),
which was entered into between the Company as borrower and the guarantor, subsidiaries of the Company: Arctic
Paper Kostrzyn S.A., Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB as guarantors (the “Guarantors”)
and a consortium of banks consisting of: BNP Paribas Bank Polska S.A. (“Security Agent”), Bank Polska Kasa
Opieki S.A. and Santander Bank Polska S.A. (together the “Lenders”), pursuant to which the Lenders granted the
Company a term investment loan in the aggregate amount of EUR 20,000,000 and a revolving loan in the
aggregate amount of EUR 60,000,000 (the “Loans”).
The Loan Agreement was entered into due to the impending maturity of the current Term Loan Agreement
entered into on 2 April 2021, which falls five years after its execution.
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Loan Agreement
Pursuant to the Loan Agreement, the Lenders have made the following Loans available to the Company:
(a) an investment term loan in the total amount of EUR 20,000,000 (twenty million euros) (the “Investment Loan”);
and
(b) a revolving loan in the total amount of EUR 60,000,000 (sixty million euro) (the “Revolving Loan”).
Subject to the relevant terms and conditions of the Loan Agreement, the Investment Loan was made available,
inter alia, for the purpose of (i) refinancing the investment term loan taken for the construction of the biomass drying
and pellet production plant project (the “Project”), granted under the Term and Revolving Loan Agreement the
execution of which was reported by the Company in report No. 12/2021 of 2 April 2021 and amended by the receipt
of a term loan for the Project, which was reported by the Company in report No. 19/2023 of 8 November 2023, and
(ii) further financing of the implementation of the Project.
Subject to the relevant terms and conditions of the Loan Agreement, amounts raised under the Revolving Loan
may be used, inter alia, (i) to refinance the revolving loan provided under the Term and Revolving Loan Agreement,
which the Company announced in Report No. 12/2021 of 2 April 2021 and Report No. 19/2023 of 8 November
2023, and (ii) for general corporate purposes and to fund the working capital of the Company and its certain
subsidiaries (including intra-group lending in any form).
Disbursement of funds under the Loans will be made subject to the Company and the Guarantors meeting the
standard conditions precedent set out in the Loan Agreement.
The outstanding term loan facility provided to the Company under the Term and Revolving Loan Agreement,
which the Company announced in Report No. 12/2021 of 2 April 2021 and Report No. 19/2023 of 8 November
2023, will be repaid from the Company’s own funds prior to the availability of funding under the Loan Agreement.
Under the terms of the Loan Agreement, the interest rate on the Loans is variable, determined on the basis of
the EURIBOR base rate and an agreed margin for the Investment Loan and the Revolving Loan.
Pursuant to the Loan Agreement, the relevant Loans will be repaid on the following dates:
(i) in the case of an Investment Loan, on the day falling 5 years after the conclusion of the Loan Agreement; and
(ii) in the case of a Revolving Loan, on the date falling 3 years after the date of the Loan Agreement, with the option
to extend it for an additional two one-year periods or one two-year period (subject to compliance with the agreed
extension conditions);
The Investment Loan is repayable subject to the following conditions: 67.5% of the disbursed amount of the
Investment Loan is repayable in equal semi-annual instalments beginning in May 2026 and the remaining amount
of the Investment Loan is repayable on its final repayment date. The Revolving Loan is repayable on the final
repayment date.
Collateral
In order to secure the Lenders’ claims under the Loan Agreement and the related financing documents, the
Company and the Guarantors will establish, inter alia, the following securities: registered pledge and financial
pledge on the shares of Arctic Paper Kostrzyn S.A., pledges on the shares of the companies under Swedish law
Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, statements on submission to execution by the
Company and Arctic Paper Kostrzyn S.A, registered pledges and financial pledges on the Company’s and Arctic
Paper Kostrzyn S.A.’s bank accounts, mortgage on the material agreed properties of Arctic Paper Kostrzyn S.A.,
registered pledge on the assets of Arctic Paper Kostrzyn S.A. and assignment agreements to secure rights under
property insurance policies.
Other material information
Award of compensation based on the Act on the Compensation System for Energy-intensive Sectors and
Subsectors to a subsidiary of the Issuer
On 29 October 2025, the Management Board became aware of the public aid granted to the subsidiary Arctic
Paper Kostrzyn S.A. for transferring the costs of purchasing emission allowances to the prices of electricity
consumed in the manufacture of products in energy-intensive sectors or subsectors for the year 2024 in the total
amount of PLN 39.5 million. The Issuer estimates that the amount of Compensation granted will have a significant
impact on the results achieved by Arctic Paper Kostrzyn S.A. in the fourth quarter of 2025.
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Fulfilment of conditions precedent to a material financing agreement for the Issuer Group and repayment
of an existing loan agreement
Upon receipt of confirmation from the Security Agent that the conditions precedent to the disbursement of the loans
under the Loan Agreement had been fulfilled, the Company made the first disbursement of funds under the Loan
Agreement on 19 December 2025 to repay in full the amounts of the investment loan and the revolving loan
provided to the Company under the term loan and revolving loan agreement, which the Company announced in
report No. 12/2021 of 2 April 2021 and which the Company announced in report No. 19/2023 of 8 November 2023
(the “Existing Loan Agreement”) was amended by the receipt of the investment term loan, resulting in the full
repayment of the Existing Loan Agreement.
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Factors influencing the development of the Arctic Paper Group
INFORMATION ON MARKET TRENDS
Supplies of fine paper
In Q4 2025, the Arctic Paper Group reported an 8.5% decrease in order levels compared with Q3 2025, with a
1.9% increase in order levels compared with the same period in 2024.
For the full year 2025, the Arctic Paper Group reported a 1.1% increase in order levels compared with the
previous year.
Source of data: Arctic Paper analysis
Paper prices
At the end of Q4 2025, prices for uncoated wood-free (UWF) papers in Europe decreased by 8.3% compared with
prices at the end of December 2024, while they recorded a decrease of 6.3% for coated wood-free (CWF) papers.
At the end of December 2025, manufacturers’ average declared prices for selected paper types and markets:
Germany, France, Spain, Italy, the UK for both uncoated wood-free (UWF) and coated wood-free (CWF) papers
were lower than at the end of September 2025 by 2.5% and 0.2% respectively.
Arctic Paper’s invoiced prices in EUR of comparable products in the uncoated wood-free paper (UWF) segment
fell by an average of 9.8% from the end of September 2025 to the end of December 2025. In the wood-free coated
papers (CWF) segment, prices fell by 3.2% over the same period. At the end of Q4 2025, Arctic Paper’s invoiced
prices for uncoated wood-free (UWF) papers decreased by 15.7% compared with prices at the end of December
2024, while for coated wood-free (CWF) papers they recorded a decrease of 9.7%.
Source: For market data – RISI, price changes for selected markets in Germany, France, Spain, Italy and the
UK in local currencies for graphic papers similar to the product portfolio of the Arctic Paper Group. The prices are
expressed without considering specific rebates for individual customers and they did not include additions nor price
reductions in relation to the publicly available price lists. The estimated prices for each month reflect orders placed
in the month while the deliveries may take place in the future. Because of that, RISI price estimates for a particular
month do not reflect the actual prices at which deliveries are performed but only express ordering prices. For Arctic
Paper products, the average invoiced sales prices for all served markets in EUR.
Pulp prices
At the end of Q4 2025, the pulp prices reached the level of: NBSK – USD 1,498.5/ton and BHKP – USD 1,100/ton.
The average NBSK price in the fourth quarter of 2025 was 1.6% lower than in the same period last year, while
the average BHKP price was 2.4% lower. compared with Q3 2025, the average pulp price in the fourth quarter of
this year fell by 0.7% for NBSK and it increased by 4% for BHKP.
Pulp costs are characterised by high volatility. The prices of the raw materials had major impact on the Group’s
profitability in the period.
The average cost of pulp used in paper production calculated for the Arctic Paper Group expressed in PLN in
Q4 2025 increased by 1.3% compared with Q3 2025. The average cost of pulp used in paper production in the
fourth quarter of 2025, compared with the same period of the previous year, decreased by 12.3%.
The share of pulp costs in the cost of sales after 12 months of the current year was 47%, compared with 52% in
the same period of 2024.
The Arctic Paper Group uses the pulp in the production process according to the following structure: BHKP
76%, NBSK 17% and other 7%.
Source of data: www.foex.fi Arctic Paper analysis
Currency exchange rates
At the end of Q4 2025, the EUR/PLN rate amounted to 4.2267 and was by 1.1% lower than at the end of Q4 2024.
The average EUR/PLN exchange rate in Q4 2025 was 4.2383, down 1.6% on the same period in 2024.
The EUR/SEK exchange rate was 10.8155 at the end of Q4 2025 (down 5.6% compared with the end of Q4
2024). For the pair, the average rate in the fourth quarter of 2025 compared with the same period of 2024 was
4.7% lower at 10.9541. The appreciating SEK against the euro adversely affected the level of revenue invoiced in
euro at the factories in Sweden (AP Munkedals and AP Grycksbo).
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The USD/PLN exchange rate at the end of Q4 2025 was 3.6016. In Q4 2025, the average USD/PLN exchange
rate was 3.6432, compared with 4.0349 in the same period of the previous year, down by 9.7%. At the same time, it
remained at the same level as in the third quarter of 2025. The average USD/PLN exchange rate in 2025 was 5.6%
lower than for 2024. The year-on-year change had a favourable impact on the costs realised in USD by AP
Kostrzyn, in particular pulp costs.
The USD/SEK exchange rate at the end of Q4 2025 was 9.2160. The average rate in Q4 2025 was 9.4163,
compared with 10.7670 in the same period of the previous year, representing a rate depreciation of 12.5%. In the
fourth quarter of 2025, the average USD/SEK exchange rate decreased by 1% compared with the third quarter of
2025. The change in comparison to the equivalent quarter of 2024 favourably affected the costs incurred in USD by
AP Munkedals and AP Grycksbo, in particular the costs of pulp. . At the same time, the depreciation of the USD
against the SEK had an adverse effect on the pulp sales segment, where the majority of revenue is generated in
US dollars. As a result of the weaker USD relative to the SEK, revenue expressed in SEK decreased significantly.
The EUR/USD exchange rate at the end of December this year was 1.1736, compared with 1.0419 (12.6%) at
the end of December 2024. The average rate in Q4 2025 was 1.1634 compared with 1.0679 in the same period last
year and 1.1685 in Q3 2025. This represents an 8.9% strengthening of the EUR against the USD compared with
Q4 2024 and a 0.4% weakening compared with Q3 2025.
The appreciation of PLN versus EUR has adversely affected the Group’s financial profit, mainly due to
decreased sales revenue generated in EUR and translated into PLN. The stronger PLN against the USD in turn
had a positive impact on the Group’s financial performance, as it resulted in lower purchase costs for the main raw
material at the Kostrzyn mill. The appreciating SEK against the euro adversely affected income generated in euro
at APM and APG factories.
FACTORS INFLUENCING THE FINANCIAL RESULTS IN THE PERSPECTIVE OF THE NEXT YEAR
The material factors that have an impact on the financial results over the next year, include:
● Shaping demand for high-grade papers in Europe at a time of a tense geopolitical situation, high pulp prices,
and an economic slowdown in Germany. Over the recent years there has been a major decrease of demand for
fine paper in Europe (level of executed orders). Further negative developments in the market may adversely
affect order levels to our paper mills. The accelerated digitalisation of legacy print products may have the
additional effect of reducing demand for high-quality graphic papers and therefore negatively impact the Group’s
financial performance.
● Price changes of fine paper. In particular, the possibility to maintain the prices of Arctic Paper products in local
currencies in view of the declining supply/demand in Europe and in the context exchange rates fluctuations, will
have a material influence on the financial results. Paper prices will play a particularly important role for the
Kostrzyn mill, which is particularly strongly, and negatively, affected by falling sales volumes and prices due to
the changes in the market.
● Price fluctuations of raw materials, including pulp for paper mills and electricity for all operational entities. In
particular, financial results of paper mills may be negatively influenced by increasing pulp prices, particularly
BHKP. On the other hand, dropping NBSK pulp prices may negatively affect the financial results of pulp mills.
Fluctuations of electricity prices in Sweden may also have a material impact on the results generated by the
Group. In the future, such market changes may translate into changes of sales profitability in paper mills of AP
Munkedals and AP Grycksbo as well as in pulp mills of Rottneros and Vallvik.
● Changes in currency rates, in particular, the appreciation of PLN and SEK in relation to EUR and GBP, the
appreciation of PLN in relation to SEK, and the depreciation of PLN and SEK in relation to USD, may have an
adverse effect on the financial results. However, the Group’s pulp mills may benefit from the appreciation of
USD in relation to SEK.
RISK FACTORS
Risk factors related to the environment in which the Group operates
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or
materiality of the risks.
The risk related to intensifying competition in the paper market in Europe
Our Group operates in a very competitive market. The achievement of the strategic objectives assumed by the
Group may be made difficult by operations of competitors, particularly integrated paper producers operating on a
larger scale than our Group. Any more intensified competition resulting from a potential growth of production
capacity of our competitors and thus an increased supply of paper to the market, may adversely affect the
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achievement of the planned revenue and thus the ability to achieve the underlying financial and operational
assumptions.
The Group has a high exposure to this risk
Risks associated with the tightening of the global geopolitical situation
The market in which our Group operates is exposed to risks related to the geopolitical situation in Europe and the
World, primarily in the United States of America. These risks can materialise in delays in raw material deliveries or
disrupted supply chains, forcing changes in production plans. An offshoot of uncertainty is caution in the spending
of financial resources by consumers, which can contribute to dampening economic growth.
The Group has a medium exposure to this risk
Risks associated with the worsening geopolitical situation in Europe
In the dimension of the Group’s activities in the European market, it is significant that the Group and its competitors
have stopped commercial transactions with Russia, in particular the purchase of wood for the production of long-
fibre cellulose. The result is a very strong increase in its price from alternative, Scandinavian, suppliers. It is being
felt acutely by long-fibre cellulose producers, including those belonging to the Rottneros Group.
In addition, the Group is exposed to the risk of a hybrid war between Russia and European countries, in an
extreme case the risk of armed conflict.
The Group has a high exposure to this risk
Risk of cyber attack
The risk of a cyber attack is one of the most serious threats facing businesses today, regardless of industry or size.
It is important for the Group because it affects fundamental elements of the operation: data held by the Group,
continuity of operations and production, finances, process security and reputation. A hacking attack could
potentially result in production lines being stopped and orders being delayed, resulting in a loss of customer
confidence. In addition, potential costs may include the reconstruction of the Group’s IT infrastructure, the risk of
administrative penalties (e.g. GDPR), or the risk of lawsuits as a result of claims from customers.
The Group has a high exposure to this risk
Risk of changing legal regulations
Our Group operates in a legal environment characterised with a high level of uncertainty. The regulations affecting
our business have been frequently amended and often there are no consistent interpretations which generate a risk
of violating the existing regulations and the resultant consequences even if such breach was unintentional.
Moreover, changes in environmental protection regulations and other legislation may necessitate the incurrence of
significant expenditure in order to ensure compliance, including with more stringent requirements or stricter
enforcement of the applicable regulations concerning the protection of surface waters, groundwater, soil and
ambient air.
The Group has a medium exposure to this risk
Foreign currency risk
Revenue, expenses and results of the Group are exposed to foreign currency risk, in particular relating to exchange
rates of PLN and SEK to EUR, GBP and other currencies. Our Group exports a majority of its produced paper to
European markets, generating a material part of its sales revenue in EUR, GBP, PLN and SEK. Sales revenue of
pulp in the pulp mills is subject to USD exchange rate risk. The purchase costs of materials for paper production, in
particular pulp for paper mills are paid primarily in USD and EUR. Additionally, we hold loan liabilities mainly in
PLN, EUR and SEK. PLN is the currency used in our financial statements and therefore our revenue, expenses
and results generated by the subsidiaries domiciled abroad are subject to exchange rate fluctuations. Thus,
currency exchange rate fluctuations may have a strong adverse effect on the results, financial conditions and
prospects of the Group.
The Group has a medium exposure to this risk
Interest rate risk
The Group is exposed to interest rate risk in view of the existing interest-bearing debt. The risk results from
fluctuations of such interest rates as WIBOR for debt in PLN, EURIBOR for debt in EUR and STIBOR for debt in
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SEK. Unfavourable changes of interest rates may adversely affect the results, financial condition and prospects of
the Group.
The Group has a low exposure to this risk
Risk related to increasing importance of alternative media
Trends in advertising, electronic data transmission and storage and in the Internet have adverse impact on
traditional printed media and thus on the products of the Group and its customers. Continuation of such changes
may adversely affect the results, financial condition and prospects of the Group.
The Group has a high exposure to this risk
The objectives and methods of financial risk management in the Group along with hedging methods of major
transactions are detailed in note 5.21 to the consolidated financial statements.
Risk factors relating to the business of the Group
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or
materiality of the risks.
Risk related to relatively low operational margins
Historically, the operational results of the Group are characterised by relatively high volatility and low profit margins
on operations. Reduced revenue resulting e.g. from changes to production capacity, output, pricing policies or
increased operating expenses that primarily comprise costs of raw materials (mainly pulp for paper mills) and
energy, may mean the Group’s losses in earning capacity. Material adverse changes to profitability may result in
reduced prices of our stock and reduced capacity to generate working capital thus adversely affecting our business
and deteriorating our prospects.
The Group has a high exposure to this risk
Risk of price changes to raw materials, energy and products
We are exposed to the risk of price changes of raw materials and energy, primarily related to price fluctuations of
pulp, gas and electricity. Paper mills buy pulp under frame agreements or in one-off transactions and do not hedge
against fluctuations of pulp prices. A part of pulp is supplied to our paper mills from the pulp mills of the Rottneros
Group. The risk of changing prices of raw materials is related primarily to changing prices of paper and pulp in the
markets to which we sell our products. A material growth of prices of one or more raw materials and energy may
adversely affect the operating results and financial condition of the Group.
The Group has a high exposure to this risk
Risk of disruption to production processes
Our Group holds three paper mills operating jointly seven production lines with total annual production capacity of
over 640,000 tonnes of paper and two pulp mills with a total production capacity of 400.000 tonnes of pulp. Long-
lasting disruption to the production process may result from a number of factors, including a breakdown, human
error, unavailability of raw materials, natural catastrophes and other that are beyond our control. Each such
disruption, even relatively short, may have material impact on our production and profitability and result in material
costs for repairs, liabilities to buyers whose orders we are not able to satisfy and other expenses.
The Group has a medium exposure to this risk
Risk related to our investments
Investments by the Group aimed at expanding the production capacity of the Group require material capital outlays
and a relatively long time to complete. As a result, the market conditions under which we operate may be materially
changed in the period between our decision to incur investment outlays to expand production capacity and the
completion time. Changes of market conditions may result in a volatile demand for our products which may be too
low in the context of additional production capacities. Differences between demand and investments in new
production capacities may result in failure to utilise the expanded production capacity to the full extent. This may
have adverse effect on the operating results and financial condition of the Group.
The Group has a medium exposure to this risk
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Risk factors relating to the debt of the Group
Our Group mainly has debt under a loan agreement with a consortium of banks (Pekao SA, Santander Bank S.A.
and BNP Paribas SA) of 31 October 2025, loan debt with Danske Bank, Nordea Bank and under leasing
agreements.
Failure by the Group to comply with its obligations, including the agreed levels of financial ratios (covenants)
resulting from the agreements, will result in default under those agreements. Events of default may in particular
result in demand for repayment of our debt, banks taking control over important assets like paper mills or pulp mills
and loss of other assets which serve as collateral, deterioration of creditworthiness and lost access to external
funding which will be converted into lost liquidity and which in turn may materially adversely affect our business and
development prospects and our stock prices.
The Group has a medium exposure to this risk.
Risk related to insurance limits
In the context of deteriorating situation in paper industry and the results of the Arctic Paper Group, our suppliers, in
particular suppliers of such raw materials as pulp, may have problems with acquiring insurance limits (sale on
credit) and thus they may lose the possibility of offering deferred payment terms to the Arctic Paper Group. Such
situation may result in deteriorated financial situation and loss of financial liquidity of operating units and as a result
this may adversely affect the situation in the entire Group.
The Group has a medium exposure to this risk
Risk of restricted supplies of natural gas
Polskie Górnictwo Naftowe i Gazownictwo S.A (PGNiG) is the sole supplier of natural gas used by AP Kostrzyn to
generate heat and electrical energy for paper production. (PGNiG). In this context, the business and costs of paper
production at AP Kostrzyn is materially affected by availability and price of natural gas. Potential disruptions of
supplies of natural gas to the paper mill in Kostrzyn nad Odrą may have adverse effect on production, results of
operations and financial condition of the Group.
The Group has a low exposure to this risk.
Risk related to consolidation and liquidity of key customers
Consolidation trends among our existing and potential customers may result in a more concentrated customer base
covering a few large buyers. Such buyers may rely on their improved bargaining position in negotiating terms of
paper purchases or decide to change the supplier and acquire products from our competitors. Additionally, in the
context of the deteriorating condition in printing industry, such customers as paper distributors, printing houses or
publishers may not be able to obtain insurance limits (sale on credit) or have problems with financial liquidity which
may result in their bankruptcy and adversely affect our financial results. The above factors may have adverse
impact on the operational results and financial condition of the Group.
The Group has a medium exposure to this risk
Risk related to compliance with regulations on environmental protection and adverse impact of the
production process on the environment
The Group meets the requirements related to environmental protection; however, no certainty exists that it will
always be able to comply with its obligations and that in the future it will avoid material expenses or that it will not
incur material obligations related to the requirements or that it will be able to obtain all permits, approvals and other
consents to carry on its business as planned. Similarly, considering that paper and pulp production is related to
potential hazards relating to waste generated in paper mills and pulp mills and contamination with chemicals, no
certainty exists that in the future the Group is not charged with liability for environmental pollution or that no event
that may underlie the liability of the Group has not already occurred. Thus, the Group may be required to incur
major expenses in connection with the need to remove contamination and land reclamation.
The Group has a medium exposure to this risk
Risk related to CO2 emissions
Our paper mills and pulp mills are provided with free carbon dioxide emission rights for each period. The emission
rights are awarded within the EU Emission Trading Scheme. Should such free carbon dioxide emission rights be
cancelled and replaced with a system of paid emission rights, our costs of energy generation will grow accordingly.
Additionally, we may be forced to incur other unpredictable expenses in connection with the emission rights or
===== SIDA 40 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
37
changing legal regulations and the resultant requirements. Due to the above we may be forced to reduce the
quantity of generated energy or to increase the production costs which may adversely affect our business, financial
condition, operational results or development prospects.
The Group has a low exposure to this risk.
Risk related to dividend distribution
The Issuer is a holding company and therefore its capacity to pay dividend is subject to the level of potential
disbursements from its subsidiaries involved in operational activity, and the level of cash balances. Certain
subsidiaries of the Group involved in operational activity may be subject to certain restrictions concerning
disbursements to the Issuer. No certainty exists that such restrictions will have no material impact on the business,
results of operations and capacity of the Group to distribute dividend.
In connection with the term and revolving loan agreements, and the agreement between creditors signed on 31
October 2025, the Company’s ability to pay dividends is subject to the Group meeting certain financial ratios in the
period prior to payment (as that term is defined in the term and revolving loan agreement) and there being no event
of default (as that term is defined in the term and revolving loan agreement).
The Group has a medium exposure to this risk
===== SIDA 41 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
38
Supplementary information
MANAGEMENT BOARD’S POSITION ON FINANCIAL FORECASTS
The Management Board of Arctic Paper S.A. did not publish projections of financial results for 2025 and has not
published and does not intend to publish projections of financial results for 2026.
PRINCIPLES FOR THE PREPARATION OF ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
The Group’s consolidated financial statements for the period from 1 January 2025 to 31 December 2025 have been
prepared on the basis of International Financial Reporting Standards and related interpretations promulgated as
regulations of the European Commission. The financial statements have been prepared on a going concern basis
for the foreseeable future. As at the date of the financial statements, there are no circumstances indicating a threat
to the Group’s and the Issuer’s going concern. Details of the preparation of the separate and consolidated financial
statements are discussed in note 2.1 to the 2025 Consolidated Financial Statements.
DIVIDEND INFORMATION
On 15 May 2025, the Management Board announced that, following the publication of the financial results for Q1
2025 of the Company and its subsidiary Rottneros AB, it had decided to amend its original recommendation
regarding the distribution of profit for 2024, which it had announced in current report No. 04/2025 of 18 February
2025. The Issuer’s Management Board has decided to recommend to the Annual General Meeting to allocate the
Company’s net profit for 2024 in the amount of PLN 197,291,617.02 in its entirety to the Company’s reserve capital.
On 11 June 2025, the Company’s General Meeting, after reviewing the Management Board’s proposal on profit
distribution, decided to allocate the Company’s entire net profit for the financial year 2024, amounting to PLN
197,291,617.02, to the Company’s reserve capital.
CHANGES TO THE BODIES OF ARCTIC PAPER S.A.
As at 31 December 2025, the Company’s Supervisory Board was composed of:
● Per Lundeen – Chair of the Supervisory Board appointed on 22 September 2016 (appointed to the Supervisory
Board on 14 September 2016);
● Roger Mattsson – Deputy Chairman of the Supervisory Board appointed on 22 September 2016 (appointed as a
Member of the Supervisory Board on 14 September 2014);
● Thomas Onstad – Member of the Supervisory Board appointed on 22 October 2008;
● Zofia Dzik – Member of the Supervisory Board appointed on 22 June 2021;
● Anna Jakubowski – Member of the Supervisory Board appointed on 22 June 2021.
Until the date hereof, there were no changes to the composition of the Supervisory Board of the Parent Company.
As at 31 December 2025, the Company’s Management Board was composed of:
● Mr Michał Jarczyński – President of the Management Board;
● Ms Katarzyna Wojtkowiak – Member of the Management Boar;
● Mr Fabian Langenskiöld – Member of the Management Board.
As at the date of publication of this report, there have been no changes to the composition of the Management
Board of the Parent Company.
CHANGES TO THE SHARE CAPITAL OF ARCTIC PAPER S.A.
In 2025, there were no changes in the Company’s share capital.
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39
REMUNERATION PAID TO MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY
BOARD
The table below presents information on the total amount of remuneration and other benefits paid or payable to
members of the Management Board and of the Supervisory Board of the Parent Company and subsidiaries for the
period from 1 January 2025 to 31 December 2025 (data in PLN).
Members of the
Management Board
and Supervisory
Board
Remuneration for
the functions
performed at Arctic
Paper SA Retirement plan Other Total
Management
Board
Jarczyński Michał 2 001 912 1 514 812 3 516 724
Wojtkowiak
Katarzyna
829 200 175 793 1 004 993
Langenskiöld
Fabian
1 254 636 555 785 198 549 2 008 970
6 530 686
Supervisory Board
Per Lundeen 569 943 569 943
Roger Mattsson 268 800 268 800
Thomas Onstad 192 999 192 999
Zofia Dzik 230 400 230 400
Anna Jakubowski 192 000 192 000
1 454 142
There were no liabilities arising from pensions and benefits of a similar nature for former executives in 2025.
AGREEMENTS WITH MEMBERS OF THE MANAGEMENT BOARD GUARANTEEING FINANCIAL
COMPENSATION
As at 31 December 2025 and as at the approval date of this annual report, Members of the Management Board are
entitled to compensation in case of their resignation or dismissal from their respective positions with no valid reason
or when they are dismissed or their employment is terminated as a result of a merger of the Issuer by take-over.
The amount of such compensation will correspond to their remuneration for 6 to 24 months.
INFORMATION ON THE CONTROL SYSTEM FOR EMPLOYEE SHARE SCHEMES
There are no control systems for employee share schemes in the Group.
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40
CHANGES IN HOLDINGS OF THE ISSUER’S SHARES OR RIGHTS TO SHARES BY PERSONS
MANAGING AND SUPERVISING ARCTIC PAPER S.A.
Number of shares
or rights as at
21.04.2026
Number of shares
or rights to shares
as at 31.12.2025
Number of shares
or rights to shares
as at 06.11.2025 Change
Management Board
Michał Jarczyński 5 572 5 572 5 572 -
Katarzyna Wojtkowiak - - - -
Fabian Langenskiöld 900 900 900 -
Supervisory Board
Per Lundeen 34 760 34 760 34 760 -
Thomas Onstad* 5 323 658 5 323 658 5 323 658 -
Roger Mattsson - - - -
Zofia Dzik - - - -
Anna Jakubowski - - - -
* Direct participation
MANAGEMENT OF FINANCIAL RESOURCES
In 2025, the Group managed its financial resources appropriately, with the highest possible efficiency in the use of
these resources. The sources of funding for the Group’s activities were in particular own funds, bank loans and
borrowings and trade payables.
As of the date hereof, the Company held sufficient funds and creditworthiness to ensure financial liquidity of the
Arctic Paper S.A. Group.
CAPITAL INVESTMENTS
In 2025, the Company used short-term deposits with a maturity of up to six months.
INFORMATION ON FINANCIAL INSTRUMENTS
Information on financial instruments on:
a) the risks of: price changes, credit, material disruption of cash flows and loss of liquidity to which the Group is
exposed; and
b) the entity’s financial risk management objectives and policies, including its methods of hedging significant types
of forecast transactions for which hedge accounting is used, are disclosed in the consolidated financial statements
in notes 5.20.5. and 5.20.8.
INFORMATION ON LOANS TAKEN OUT AND TERMINATED
Information on the Group’s loans can be found in note 5.14 of the financial statements.
INFORMATION ON SURETIES, GUARANTEES AND PLEDGES
As at 31 December 2025, the Capital Group had the following:
● a bank guarantee in favour of Skatteverket Ludvika in the amount of SEK 135 thousand;
● a contingent liability of Arctic Paper Munkedals AB related to a surety for the obligations of Kalltorp Kraft HB in
the amount of SEK 773 thousand;
● a pledge on properties held by Munkedals Kraft AB as required by loan agreements with Nordea Bank for SEK
80,000 thousand (related to the investment in the hydro power plant;
● pledges on shares in subsidiaries in the Rottneros Group for SEK 284,730 thousand under loan agreements
concluded with Danske Bank.
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41
In connection with the term and revolving loan agreement signed on 31 October 2025, the Company signed
agreements and declarations pursuant to which the above receivables and other claims were secured in favour of
Bank BNP Paribas Bank Polska S.A. acting as Security Agent, i.e.
1. under Polish law – Collateral Documents establishing the following Collateral:
● financial and registered pledges on all shares or interests held by the Company and Arctic Paper Kostrzyn SA
registered in Poland, with the exception of the Company’s shares;
● mortgages on all real properties located in Poland and belonging to the Guarantors;
● registered pledges on all material rights and movable assets owned by the Company and the Guarantors,
constituting an organised part of the enterprise, located in Poland (with the exception of the assets listed in the
Loan Agreement);
● assignment of existing and future insurance policies relating to the assets of Arctic Paper Kostrzyn S.A. (with the
exception of the insurance policies listed in the Loan Agreement);
● declarations by the Company and Arctic Paper Kostrzyn S.A. on voluntary submission to enforcement, in the
form of a notary deed;
● financial pledges and registered pledges on the bank accounts of the Company and Arctic Paper Kostrzyn S.A.
registered in Poland (the pledges relate to current and future bank accounts; in the event of an event of default,
in the event that the pledged receivable or part thereof becomes due, the Company may not draw funds from
the pledged receivable, nor may it instruct the bank maintaining the account to disburse the funds);
● powers of attorney to the Polish bank accounts of the Company and Arctic Paper Kostrzyn S.A.;
● suretyship for liabilities granted by Arctic Paper S.A., Arctic Paper Kostrzyn S.A., Arctic Paper Munkedals AB,
Arctic Paper Grycksbo AB
2. under Swedish law – Collateral Documents establishing the following Collateral:
● pledges over all the Company’s and Arctic Paper Munkedals AB, Arctic Paper Grycksbo AB shares or interests
registered in Sweden
● mortgages on all real properties located in Sweden and owned by Arctic Paper Munkedals AB, Arctic Paper
Grycksbo AB, provided that only existing mortgage deeds are subject to such security;
● corporate mortgages granted by the Guarantors registered in Sweden as long as such collateral covers solely
the existing mortgage deeds;
● assignment of (existing and future) insurance policies covering the assets of Arctic Paper Munkedals AB and
Arctic Paper Grycksbo AB (with the exception of insurance policies listed in the Loan Agreement);
● pledges on Swedish bank accounts of Arctic Paper Munkedals AB and Arctic Paper Grycksbo AB, as long as
such collateral is without prejudice to free management of funds deposited on bank accounts until an event of
default specified in the Loan Agreement.
MATERIAL OFF-BALANCE SHEET ITEMS
The Group has no significant off-balance sheet items.
ASSESSMENT OF THE FEASIBILITY OF INVESTMENT PLANS
In view of the financial results achieved and subject to accomplishment of the current financial objectives, the
Company plans to implement investments in line with its financial plan. The core objective of the investments is to
develop new products, minimise production costs, including the costs of electricity, and to improve the
effectiveness of the production process. The Group intends to finance its investment plan for 2026 with its own
funds and external funding sources.
INFORMATION ON SIGNIFICANT COURT AND ARBITRATION PROCEEDINGS AND PROCEEDINGS
PENDING BEFORE PUBLIC ADMINISTRATIVE AUTHORITIES
In the period covered by this report, Arctic Paper S.A. and its subsidiaries were not a party to any material
proceedings pending before a court, an arbitral tribunal or a public administration authority.
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42
INFORMATION ON TRANSACTIONS WITH RELATED PARTIES EXECUTED ON NON -MARKET TERMS
AND CONDITIONS
During the period under report, Arctic Paper S.A. and its subsidiaries did not execute any material transactions with
related parties on non-market terms and conditions.
INFORMATION ON AGREEMENTS RESULTING IN CHANGES TO THE PROPORTIONS OF SHARE
HOLDINGS
Otherwise, than stated herein, the Issuer is not aware of any agreements that may in the future generate changes
to the proportions of share holdings by the existing shareholders.
INFORMATION ON PURCHASE OF TREASURY SHARES
The Parent Company did not purchase any treasury shares in 2025.
INFORMATION ON THE ISSUE OF SECURITIES
The Company did not issue securities in the 2025 financial year.
INFORMATION ON THE ENTITY AUTHORISED TO AUDIT THE FINANCIAL STATEMENTS
On 06 August 2025, the Company’s Supervisory Board, based on the Audit Committee’s recommendation on the
selection of an auditor, decided to select PricewaterhouseCoopers Polska Spółka z ograniczoną
odpowiedzialnością Audyt Sp.k. as the auditor of the Company and the Arctic Paper S.A. Group to audit the
financial statements for 2025 and 2026. The recommendation of the Audit Committee was issued as a result of the
selection procedure in compliance with the “Policy and procedure for the selection of the audit firm for the statutory
and voluntary audit of the consolidated and separate financial statements of Arctic Paper S.A. with its registered
office in Kostrzyn nad Odrą”. The audit firm and members of its team performing the audit comply with the
requirements to make an impartial and independent report from the audit of the annual consolidated and separate
financial statements of the Arctic Paper Group and of the Company in compliance with the applicable regulations,
professional standards and the rules of professional ethics.
On 14 July 2023, Arctic Paper S.A. entered into an agreement with PricewaterhouseCoopers Polska Spółka z
ograniczoną odpowiedzialnością Audyt Sp.k. to review the Company’s interim separate financial statements and
the Group’s interim consolidated financial statements for the periods from 1 January 2025 to 30 June 2025 and
from 1 January 2026 to 30 June 2026, and to audit the Company’s separate financial statements and the Group’s
consolidated financial statements for the financial periods from 1 January 2024 to 31 December 2024 and for the
financial periods from 1 January 2025 to 31 December 2025. The contract was concluded for the time required to
perform the above services.
Other information on the auditor, including information on the audit firm’s fees paid or payable for 2026 and
2025, is included in note 7.3 to the consolidated financial statements.
The non-audit services that the Group auditor responsible for the audit of the financial statements provided or is
authorised to provide to the Group and its subsidiaries during the period under review are:
1. Carrying out support services related to the preparation of VAT returns in Germany for Rottneros AB;
2. Carrying out VAT filing support services in Norway for Rottneros AB;
3. Carrying out VAT filing support services in Italy for Rottneros AB;
4. Carrying out a service to assess the client’s supply transactions and verify VAT procedures in Sweden for
Rottneros AB;
5. Carrying out support services for the submission of the monthly NIL Intrastat return to the Spanish tax
authorities, the submission of the ESPL (if required) and the receipt of notifications from the Spanish tax
authorities for Vallviks Bruk AB;
Prior to the performance of the above services, an independence assessment was carried out in relation to the
provision of these services, the Audit Committee approved their provision.
HEADCOUNT
Information on the headcount is provided in note 7.2 to the consolidated financial statements.
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43
Statement on the application of the corporate governance rules
Corporate governance rules
On 29 March 2021, the Supervisory Board of the Giełda Papierów Wartościowych w Warszawie S.A. adopted, by
Resolution No. 13/1834/2021, the corporate governance principles for companies listed on the Main Market of the
WSE – “Best Practice for WSE Listed Companies 2021” (Best Practice 2021, DPSN2021).
Best Practice 2021 came into force on 1 July 2021.
Application by companies of the corporate governance rules contained in the Best Practice is voluntary, but
reporting on their application is an obligation of every listed company, enshrined in the Regulations of the WSE.
Companies had to publish their reports on the application of DPSN2021 by 31 July 2021.
The text of the “Best Practice for WSE Listed Companies 2021” is available on the websites of the Stock
Exchange S.A. and the Company:
● https://www.gpw.pl/pub/GPW/files/PDF/dobre_praktyki/DPSN21_BROSZURA.pdf
● https://www.arcticpapergroup.pl/globalassets/arcticpapergroup.com/02-about/04-corporate-
governance/dpsn21_broszura_wersja_do_druku.pdf
On 22 June 2022, the General Meeting of Shareholders of Arctic Paper S.A. adopted the “Diversity Policy for
the Management Board and Supervisory Board of Arctic Paper S.A.” by Resolution No. 21/2022.
The policy applies to the Management Board and the Supervisory Board of Arctic Paper S.A. Its purpose is to
regulate the recruitment and election of members of the Company’s Management and Supervisory Boards and to
ensure non-discrimination and equal opportunities in the process.
In accordance with the regulations of the Policy, candidates are assessed in accordance with the principles of
independence and merit and diversity criteria. The Company endeavours to ensure that the persons selected have
a diverse range of education, experience, knowledge and skills, gender and age.
The functions of the members of the Management Board and the Supervisory Board are entrusted to specific
individuals, irrespective of their gender, but in accordance with their professional preparation and experience. The
composition of the Company’s bodies largely depends on the decisions of the Company’s shareholders.
The Company aims to ensure that the representation of women in its governing bodies is not less than 30%.
This aspect is taken into account in the planned recruitment processes.
Information on the extent the Issuer waived the provisions of the corporate governance rules
Arctic Paper S.A. made every effort to comply with corporate governance rules as set forth in the document “Best
Practice for WSE Listed Companies 2021”. In 2025, Arctic Paper S.A. did not apply the following rules:
Best practice – systems and internal functions
Rule 3.3
“A company included in the WIG20, mWIG40 or sWIG80 index shall appoint an internal auditor heading the internal
audit function, who shall act in accordance with internationally recognised standards of professional practice for
internal auditing. In other companies where no internal auditor meeting the aforementioned requirements has been
appointed, the audit committee (or the supervisory board if it performs the functions of an audit committee) shall
annually assess whether there is a need to appoint such a person”.
EXPLANATION:
Given the size of the Company and the structure and nature of its business, the appointment of an internal auditor
is not justified by the assessments carried out by the Management Board and the Supervisory Board. Support to
the Arctic Paper Group Management Board in achieving its impact and risk management objectives is provided by
the risk management function with the assistance of the owners of the various risks
Rule 3.10
“At least every five years, a company included in the WIG20, mWIG40 or sWIG80 index shall have its internal audit
function reviewed by an independent auditor selected with the participation of the audit committee”.
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MANAGEMENT BOARD’S REPORT FOR 2025
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44
EXPLANATION:
Given the size of the Company and the structure and nature of its business, the Management Board, the
Supervisory Board and the Audit Committee acting within it will consider the need for an independent audit in the
future.
Best practice – General Meeting and relations with shareholders
Rule 4.1
“The company should enable shareholders to participate in a general meeting using electronic means of
communication (e- meeting) if this is justified by the expectations of shareholders communicated to the company,
as long as it is able to provide the technical infrastructure necessary for holding such a general meeting”.
EXPLANATION:
Given the need for many technical and organisational steps and the associated costs and legal risks, the Company
has not decided to hold an electronic General Meeting at this time.
Rule 4.3
“The Company shall provide a publicly available real-time broadcast of the general meeting”.
EXPLANATION:
Taking into account the costs and legal risks, the Company has not decided at this time to carry out a general
broadcast of the General Meeting. The Company will consider this possibility in the future.
Internal control and risk management systems with reference to the preparation of financial statements
The Management Board of Arctic Paper S.A. is responsible for the internal control system in the Company and
for its efficiency in the development process of financial statements and interim reports, prepared and published in
compliance with the rules of the Regulation of the Minister of Finance on current and periodical disclosure by
issuers of securities and conditions to recognise as equivalent the information that is required by the law in Non-
Member States of 29 March 2018. The preparation of the Group’s financial statements and interim reports is the
responsibility of the Company’s finance department, headed by the Chief Financial Officer. The Company prepares
its financial statements and interim reports based on the procedures in force at Arctic Paper S.A. for the
preparation and publication of interim reports. The financial data underlying the preparation of the Company’s
financial statements is derived from the accounting system. The Management Board, after the accounting closure
of each calendar month, analyses the company’s financial performance in comparison with the budgeted
assumptions and the results achieved in the previous reporting year.
The Company’s Management Board systematically evaluates, the quality of the internal control and risk
management systems in relation to the financial reporting process. On the basis of such review, the Company’s
Management Board found that as at 31 December 2025 there were no weaknesses that could materially affect the
effectiveness of internal control with respect to financial reporting.
Shareholders that directly or indirectly hold significant packages of shares
Information on the shareholders that directly or indirectly hold large packages of shares is presented in the table
below – the table presents the situation as at the date of approval of this report.
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45
Shareholder Number of shares
Share in the share
capital
[%] Number of votes
Share in the total
number of votes
[%]
Thomas Onstad Thomas Onstad 68,26% 47 298 548 68,26%
– indirectly via 41 974 890 60,58% 41 974 890 60,58%
Nemus Holding AB 41 374 890 59,71% 41 374 890 59,71%
other entity 600 000 0,87% 600 000 0,87%
– directly 5 323 658 7,68% 5 323 658 7,68%
Other 21 989 235 31,74% 21 989 235 31,74%
Total 69 287 783 100,00% 69 287 783 100,00%
Treasury shares – 0,00% – 0,00%
Total 69 287 783 100,00% 69 287 783 100,00%
Securities with special control rights
There are no securities in the Company with special control rights – in particular, no shares in the Company are
privileged.
Information on major restrictions on transfer of title to the Issuer’s securities and all restrictions
concerning the exercising of voting rights
The Company’s Articles of Association do not provide for any restrictions concerning transfer of title to the Issuer’s
securities.
With the exception of restrictions on the transfer and acquisition of the Company’s shares that arise under
common law, there are no restrictions on the transfer of ownership of the Company’s securities.
The Company’s Articles of Association do not provide for any restrictions on the exercise of voting rights on
Arctic Paper S.A. shares.
Description of the principles of amending the Issuer’s Articles of Association
Changes to the Company’s Articles of Association fall within the sole competences of the General Meeting.
There were no changes to the Issuer’s Articles of Association in 2025.
Unless the Code of Commercial Companies and Partnerships or the Articles of Association of the Company
provide otherwise, resolutions of the General Meeting require an absolute majority of votes;
Description of the functioning of the General Meeting
The rules of procedure of the General Meeting and its core competences result straight from applicable laws and
are partly incorporated in the Company’s Articles of Association.
The Company’s Articles of Association are available at:
https://www.arcticpapergroup.pl/globalassets/arcticpapergroup.com/02-about/04-corporate-governance/corporate-
documents/pl/arctic_paper_statut_tekst_jednolity_aktualny_2019_pl.pdf
General Meetings are held in accordance with the following basic rules:
● General Meetings are held in the Company’s offices or in Warsaw;
● General Meetings may be ordinary or extraordinary;
● Ordinary General Meetings shall be held within six months after the end of the financial year;
● General Meetings are opened by the Chair of the Supervisory Board or a person designated by him/her which is
followed by election of the Chair of the General Meeting;
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● voting shall be open unless a shareholder demands a secret ballot or a secret ballot is required by the
provisions of the Code of Commercial Companies and Partnerships;
● unless the Code of Commercial Companies and Partnerships or the Articles of Association of the Company
provide otherwise, resolutions of the General Meeting require an absolute majority of votes;
● in compliance with the Company’s Articles of Association, the following matters fall within the exclusive
competences of the General Meeting:
● considering and approving the Management Board’ report on the Company’s and Group’s activities and the
Company’s financial statements and the Group’s consolidated financial statements for the previous financial
year;
● granting a vote of approval to Members of the Management Board and Members of the Supervisory Board
for the performance of their duties;
● decisions concerning distribution of profit or coverage of losses;
● changes to the business objects of the Company;
● changes to the Articles of Association of the Company;
● increase or decrease in the Company’s share capital;
● merger of the Company with another company or other companies, split of the Company or transformation of
the Company;
● dissolution and liquidation of the Company;
● issues of convertible bonds or pre-emption bonds and issues of subscription warrants;
● purchase and sale of real properties ;
● disposal and lease of the entire enterprise or an organised part thereof or establishment of limited rights in
rem thereon;
● all other issues for which the Articles of Association or the Code of Commercial Companies and Partnerships
require a resolution of the General Meeting.
General Meetings may approve resolutions in the attendance of at least half of the share capital of the Company.
General Meetings approve resolutions with an absolute majority of votes unless the Articles of Association or
applicable regulations require a qualified majority.
The shareholders’ rights and the way to enforce them result explicitly from law that has been partly incorporated
in the Company’s Articles of Association.
Operation of the Issuer’s managing and supervising bodies and its committees as well as information on
the composition of those bodies
Management Board
COMPOSITION OF THE MANAGEMENT BOARD
● The Management Board is composed of one to five Members, including President of the Management Board;
● The Management Board is appointed and dismissed by the Supervisory Board for a joint term of office.
● The term of office of Members of the Management Board is 3 (three) years.
● When the Management Board is composed of more than one person, the Supervisory Board – upon a proposal
by the President – may appoint up to three Vice-Presidents from among Members of the Management Board.
Vice-Presidents may be dismissed subject to a resolution of the Supervisory Board.
● A Member of the Management Board may be dismissed by the Supervisory Board at any time.
● A Member of the Management Board may be dismissed or suspended in their duties at any time by the General
Meeting.
CORE COMPETENCES OF THE MANAGEMENT BOARD
● The Management Board directs the affairs of the Company and represents the Company.
● If the Management Board is composed of more than one person, declarations of intent on the Company’s behalf
shall be made by the President of the Management Board individually or two Members of the Management
Board acting jointly or a Member of the Management Board acting jointly with a Proxy.
● The Management Board is obliged to exercise their duties with due diligence and comply with law, the
Company’s Articles of Association, approved regulations and resolutions of the Company’s bodies; decisions
shall be taken in line with reasonable economic risk with a view to the interests of the Company and its
shareholders.
● The Management Board is obliged to manage the assets and business of the Company and perform its duties
subject to due diligence required in business operations and subject to strict compliance with applicable laws,
provisions of the Articles of Association and internal regulations as well as resolutions approved by the General
Meeting and the Supervisory Board.
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● The Company’s Management Board shall not be entitled to take decisions on share issues and redemption.
● Each Member of the Management Board shall be liable for any damage inflicted upon the Company as a result
of their actions or omissions breaching the provisions of law or the Company’s Articles of Association.
● The responsibilities of the Management Board include – in compliance with the Code of Commercial Companies
and Partnerships – all affairs of the Company not reserved to the General Meeting or the Supervisory Board.
● Guided by the interests of the Company, the Management Board defines the strategy and core objectives of the
Company’s business.
● The Management Board shall comply with the regulations relating to confidential information within the meaning
of the Act on Trading and to comply with all the duties resulting therefrom.
Otherwise, the individual Members of the Management Board shall be responsible for independently managing the
affairs of the Company as resulting from the internal delegation of duties and functions approved by a decision of
the Management Board.
The Management Board may approve resolutions at meetings or outside meetings in writing or with the use of
direct means of remote telecommunications. The Management Board approves resolutions with a majority of votes
cast. Resolutions shall be valid if minimum one half of Members of the Management Board are present at the
meeting. In case of equal number of votes, the President of the Management Board shall have the casting vote.
The detailed mode of operation of the Management Board is set forth in the Regulations of the Management
Board with its updated version available at:
https://www.arcticpapergroup.com/globalassets/arcticpapergroup.com/02-about/04-corporate-
governance/corporate-documents/5_regulamin-zarzdu_ang_05062012.pdf
The Management Board of the Company as at the publication hereof was composed as follows:
● Michał Jarczyński – President of the Management Board appointed as of 1 February 2019;
● Katarzyna Wojtkowiak – Member of the Management Board appointed as of 9 May 2023;
● Fabian Langenskiöld – Member of the Management Board appointed as of 14 August 2023.
The Management Board was appointed for a new term of office by resolution of 9 May 2023.
Supervisory Board
COMPOSITION AND ORGANISATION OF THE SUPERVISORY BOARD
● The Supervisory Board is composed of 5 (five) to 7 (seven) Members elected by the General Meeting for a joint
three-year term of office. A Member of the Supervisory Board may be dismissed at any time.
● The Supervisory Board is composed of the Chair, Deputy Chairs and other Members. The Chair of the
Supervisory Board and Deputy Chair are elected by the Supervisory Board from among its Members at the first
meeting and – if so required – during the term of office in by-elections.
● Since the General Meeting approved resolutions on the first public issue of shares and having them listed, two
Members of the Supervisory Board have to be Independent Members.
● When an Independent Member of the Supervisory Board is nominated, resolutions on the following matters
require consent of minimum one Independent Member of the Supervisory Board:
● any benefits to be provided by the Company and any entity related to the Company for Members of the
Management Board;
● consent to the Company or its subsidiary to enter into a material agreement with a Member of the
Supervisory Board or the Management Board and with their related parties, other than agreements
concluded in the normal course of the Company’s business subject to normal terms and conditions applied
by the Company;
● election of auditor to perform audits of the Company’s financial statements.
● For the avoidance of doubt, it is assumed that loss of the independent status by a Member of the Supervisory
Board and failure to appoint an Independent Member of the Supervisory Board shall not invalidate the decisions
approved by the Supervisory Board. Loss by an Independent Member of their independent status during the
performance of their function of a Member of the Supervisory Board shall not affect the validity or expiry of their
mandate;
● In case of expiry of the mandate of a Member of the Supervisory Board before the term of office, the other
Members of the Supervisory Board shall be entitled to co-opt a new Member of the Supervisory Board is such
vacated position by way of a resolution approved with an absolute majority of the other Members of the
Supervisory Board. The mandate of such co-opted Member of the Supervisory Board shall expire if the first
Ordinary General Meeting to be held after such Member has been co-opted, fails to approve such Member. At
any time, only two persons elected as Members of the Supervisory Board in the co-option procedure and who
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were not approved as candidates by the Ordinary General Meeting, may act as Members of the Supervisory
Board. Expiry of the mandate of a co-opted Member of the Supervisory Board as a result of failure to approve
such candidate by the Ordinary General Meeting may not be treated as finding any resolution approved with the
participation of such Member as invalid or ineffective.
● Chair and Deputy Chair of the Supervisory Board:
● maintain contact with the Company’s Management Board;
● manage the operations of the Supervisory Board;
● represent the Supervisory Board in external contacts and in contacts with the other bodies of the Company,
including in contacts with Members of the Company’s Management Board;
● approve the presentation of initiatives and proposals submitted for meetings of the Supervisory Board;
● take other actions as specified in the Company’s Regulations and Articles of Association;
● Members of the Supervisory Board should not resign from their function during the term of office if that could
prevent the operation of the Supervisory Board, in particular prevent timely approval of major resolutions;
● Members of the Supervisory Board shall be loyal to the Company. Should a conflict of interests arise,
Members of the Supervisory Board shall report it to other Members of the Supervisory Board and refrain from
participating in discussions and from voting on the issue to which the conflict of interests is related;
● Members of the Supervisory Board shall comply with law, the Company’s Articles of Association and
Regulations of the Supervisory Board.
COMPETENCES OF THE SUPERVISORY BOARD
● The Supervisory Board performs overall supervision over the business of the Company in all areas of its
operation.
● The Supervisory Board approves resolutions, issues recommendations and opinions and submits proposals to
the General Meeting.
● The Supervisory Board may not issue binding instructions to the Management Board concerning the
management of the Company’s affairs.
● Disputes between the Supervisory Board and the Management Board shall be resolved by the General Meeting.
● In order to exercise their rights, the Supervisory Board may review the business of the Company in any respect,
request the presentation of any documents, reports and clarification from the Management Board and issue
opinions on issues related to the Company and submit proposals and initiatives to the Management Board.
● Apart from other issues specified in law or in the Company’s Articles of Association, the competences of the
Supervisory Board include, inter alia:
● review of the financial statements of the Company;
● review of the Management Board’s report on Operations of the Company and proposals of the Management
Board concerning profit distribution and coverage of losses;
● submission to the General Meeting of an annual report from results of the above reviews;
● appointment and dismissal of Members of the Management Board, including the President and Vice-
Presidents, and setting the remuneration of Members of the Management Board;
● appointment of the auditor of the Company;
● suspension of Members of the Management Board in their functions for valid reasons;
● approval of annual financial plans for the capital group of which the Company and its subsidiaries are
members;
● approval of terms and conditions of bond issues by the Company (other than convertible bonds or bonds with
priority rights, referred to in Article 393.5 of the Code of Commercial Companies and Partnerships) and
issues of other debt securities, provision of consent to contract financial liabilities or taking actions resulting
in contracting any financial liabilities, such as borrowings, loans, overdraft facilities, conclusion of factoring,
forfaiting, lease contracts and other generating liabilities in excess of PLN 10,000,000;
● approval of the principles and amounts of remuneration of Members of the Management Board and other
persons in key management functions in the Company as well as approval of any incentive programme,
including incentive programmes for Members of the Management Board, persons in key management
functions in the Company or any persons cooperating with or related to the Company, including incentive
programmes for employees of the Company.
● Annually the Supervisory Board submits to the General Meeting a brief assessment of the Company’s condition
ensuring that it is made available to all shareholders at a time that they are able to review it before the Ordinary
General Meeting.
● The Supervisory Board concludes contracts with Members of the Management Board on behalf of the Company
and represents the Company in disputes with Members of the Management Board. The Supervisory Board may
authorise by way of a resolution one or more of its Members to perform such legal actions.
The Supervisory Board may approve resolutions in writing or with the use of direct means of remote
telecommunications. Resolutions approved as specified above shall be valid if all Members of the Supervisory
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Board were notified of the content of the draft resolution. The approval date of the resolution approved as above
shall be equivalent to the date of signing by the last Member of the Supervisory Board.
Resolutions of the Supervisory Board may be approved when all Members have been notified by registered
letter, fax or e-mail message, sent minimum 15 days in advance and the meeting is attended by a majority of
Members of the Supervisory Board. Resolutions may be approved without formal convening a meeting when all
Members of the Supervisory Board agreed to vote on the specific issue or to the content of the resolution to be
approved.
Resolutions of the Supervisory Board require a simple majority of votes; in case of equal votes, the Chair of the
Supervisory Board shall have the casting vote;
The detailed mode of operation of the Supervisory Board is set forth in the Regulations of the Supervisory Board
with its updated version available at:
https://www.arcticpapergroup.com/globalassets/arcticpapergroup.com/02-about/04-corporate-
governance/corporate-documents/3_1_11-2016_appendix_eng_ap-sa---supervisory-board-bylaws_fin.pdf
The Supervisory Board of the Company as at the publication hereof was composed as follows:
● Per Lundeen – Chair of the Supervisory Board appointed on 14 September 2016;
● Roger Mattsson – Deputy Chair of the Supervisory Board appointed on 16 September 2014;
● Thomas Onstad – Member of the Supervisory Board appointed on 22 October 2008;
● Zofia Dzik – Member of the Supervisory Board appointed on 22 June 2021 (Independent Member);
● Anna Jakubowski – Member of the Supervisory Board appointed on 22 June 2021 (Independent Member).
By resolution of the General Meeting of 29 May 2024, the Supervisory Board was appointed for a new term of
office.
In 2025, the Supervisory Board held meetings on: 7 February, 22 April, 15 July, 10 June, 6 August, 21 October
and 16 December.
Audit Committee
COMPOSITION AND ORGANISATION OF THE AUDIT COMMITTEE
● The Audit Committee is composed of minimum three Members of the Supervisory Board, including the Chair of
the Committee, elected by the Supervisory Board from among its Members in compliance with the Articles of
Association and Regulations of the Supervisory Board.
● Members of the Audit Committee shall be appointed for three-year terms of office, however no longer than the
term of office of the Supervisory Board.
● The majority of the Audit Committee Members, including the Chair of the Audit Committee, must be Independent
Members.
● The Audit Committee operates on the basis of the Act on Statutory Auditors, Best Practice of WSE Listed
Companies, Regulations of the Supervisory Board and the Regulations of the Audit Committee.
● The Audit Committee performs advisory and consulting functions, operates as a collective body within the
Company’s Supervisory Board.
● The Audit Committee carries out its tasks by providing the Supervisory Board with its proposals, opinions and
reports on its scope in the form of resolutions.
● At least one Member of the Audit Committee shall have knowledge and skills in terms of accounting or auditing
financial statements. The Supervisory Board is of the opinion that the requirement of competences in the sphere
accounting and financial audit is recognised as satisfied if a Member of the Audit Committee has a major
experience in financial management in commercial partnerships, internal audit or audit of financial statements,
and additionally:
● has the title of a certified auditor or equivalent international certificate, or
● has an academic degree in the field of accounting or financial audit, or
● has long-term experience as a financial director in public companies or in working in an audit committee of
such companies.
● Members of the Audit Committee shall have knowledge and skills relating to the industry in which the Issuer
operates. This condition is recognised as satisfied if at least one Member of the Audit Committee has knowledge
and skills relating to that industry or individual Members within specific scopes have knowledge and skills
relating to the scope of that industry. The Supervisory Board is of the opinion that the requirement of
competences relating to the industry is recognised as satisfied if a Member of the Audit Committee has
information on the characteristics of the sector, that allows him to obtain a complete picture of the sector’s
complexity or has knowledge on part of the chain of activities carried out by the Company.
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Competencies of the Audit Committee
● The basic task of the Audit Committee is advisory to the Supervisory Board on issues of proper implementation
and control of the financial reporting processes in the Company, effectiveness of the internal control and risk
management systems and cooperation with statutory auditors.
● The tasks of the Audit Committee resulting from supervising the Company’s financial reporting process,
ensuring the effectiveness of the Company’s internal control systems and monitoring of internal audit
operations, include in particular:
● control if the financial information provided by the Company is correct, including the accuracy and
consistency of the accounting principles applied in the Company and its Capital Group as well as the
consolidation principles of financial statements;
● carrying out at least annually, an assessment of the internal control and management system of the
Company and its Group to ensure proper identification and management of risks;
● ensuring the effective functioning of internal control, in particular by providing recommendations to the
Supervisory Board with respect to:
● strategic and operational internal audit plans and material modifications to such plans;
● internal audit policies, strategy and procedures, developed in compliance with the approved internal audit
standards;
● audits of specific areas of the Company’s operations.
● The tasks of the Audit Committee resulting from monitoring the independence of the statutory auditor and the
entity authorised to audit financial statements, include in particular:
● issuing recommendations to the Supervisory Board relating to the election, appointment and re-appointment
and dismissal of the entity acting as the statutory auditor;
● control of independence and impartiality of the statutory auditor, in particular with a view to replacing the
statutory auditor, the level of its remuneration and other relationships with the Company;
● verification of the effectiveness of the works performed by the statutory auditor;
● review of reasons of resignation by the statutory auditor.
● The Audit Committee may resort to advisory services and assistance by external legal, accounting or other
advisers if it finds it necessary to perform its duties.
● The Audit Committee is obliged to file annual reports from its operations to the Supervisory Board by 30
September in each calendar year.
The Audit Committee meets at least three times a year.
In 2025, the Audit Committee held meetings on: 1 April, 22 April, 11 August and 15 December.
As at 5 August 2021, the Audit Committee was composed of:
● Anna Jakubowski – Chair of the Audit Committee. Member meeting the criteria for independence. According to
the declaration submitted by Ms Anna Jakubowski, she meets the condition of knowledge and skills in
accounting or auditing. Ms Anna Jakubowski has several years of experience as a Member of the Audit
Committee of financial institutions, including Bank Millennium.
● Zofia Dzik – Member of the Audit Committee meeting the independence criteria. According to the declaration
submitted by Ms Zofia Dzik, she meets the condition of knowledge and skills in accounting or auditing. Ms Zofia
Dzik has several years of experience working for Arthur Andersen and Andersen Business Consulting, where
she was responsible, among others, for the area of auditing financial statements and consulting in the area of
finance.
● Roger Mattsson – Member of the Audit Committee – due to his long-standing experience as the financial
controller of the Arctic Paper Group and his participation in the Audit Committee for more than three years, Mr
Roger Mattsson fulfils the condition for the Audit Committee Member to have knowledge and skills in the
Company’s business. Additionally, he has knowledge and skills in the sphere of accounting or auditing financial
statements.
The detailed mode of operation of the Audit Committee is set forth in the Regulations of the Audit Committee.
Core assumptions underlying the policy of selecting an audit firm to conduct audits
● According to the regulations applicable to the Company, the Company’s Supervisory Board shall select – by
way of a resolution and acting under a recommendation of the Audit Committee – the auditor authorised to carry
out the audit.
● The selection is made taking into account the principles of impartiality and independence of the audit firm and
the analysis of the audit firm’s work carried out in the Company which falls beyond the scope of the audit of
financial statements, in order to avoid any conflict of interest (observance of impartiality and independence).
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● A request for proposals concerning the selection of an audit firm for statutory audit of the Company’s financial
statements is developed by the Audit Committee in cooperation with the Company’s CFO.
● After analysing the submitted offers, the Audit Committee shall develop a recommendation with conclusions
from the selection procedure to be approved by the Audit Committee and shall submit a recommendation on the
selection of the audit firm to the Supervisory Board within such time that will support a resolution on audit firm
selection.
● The Supervisory Board shall select the audit firm on the basis of the submitted offers and after becoming
acquainted with the Audit Committee’s opinion and recommendation.
● If the Supervisory Board’s decision differs from the recommendation of the Audit Committee, the Supervisory
Board shall justify the reasons for its failure to comply with the Audit Committee’s recommendation and shall
submit such justification to the body approving the financial statements.
● The Company’s Management Board shall enter into a contract with the selected audit firm for the audit of
financial statements of the Company.
● The first contract is concluded for minimum 2 years and it may be extended for another two or three years. The
duration of the cooperation shall be counted from the first financial year covered by the audit contract, in which
the authorised auditor was appointed for the first time to carry out the consecutive statutory audits of the
Company.
● After expiry of the maximum period of the cooperation, the authorised auditor or, where applicable, any member
of its network, may not undertake a statutory audit of the Company’s financial statements for further 4 years.
● The key statutory auditor may not perform a statutory audit in the Company for a period longer than 5 years.
The key statutory auditor may conduct a statutory audit again after the expiry of 3 years.
● The maximum period of uninterrupted performance of statutory audits by the same audit firm or an audit firm
related to that audit firm or any member of the network operating in the European Union of which the audit firms
are members, may not exceed 10 years.
Core assumptions underlying the policy of the provision of permitted services other than audit services by
the audit firm performing the audit, by entities related to the audit firm and by a member of the audit firm’s
network:
● The Audit Committee of Arctic Paper S.A. shall be responsible for the policy covering the provision of permitted
services other than audit services by the audit firm performing the audit, by entities related to the audit firm and
by a member of the audit firm’s network.
● The Audit Committee of Arctic Paper S.A. controls and monitors the independence of the auditor and the audit
firm, in particular if the audit firm provides other services than audit of statutory financial statements to Arctic
Paper S.A.
● The Audit Committee of Arctic Paper S.A., when so requested by a competent body or person, approves the
provision of permitted services by the auditor that are not an audit of Arctic Paper S.A.
● The prohibited services do not include:
● carrying out due diligence procedures for economic and financial condition;
● issue of letters of support;
● attestation services related to pro forma financial information, forecast of results, or estimation of results,
contained in the issue prospectus of the audited entity;
● review of historic financial information for projects referred to in the Commission Regulation (EC) No
809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council
as regards information contained in prospectuses as well as the format, incorporation by reference and
publication of such prospectuses and dissemination of advertisement;
● verifying consolidation packages;
● confirming the fulfilment of terms and conditions of concluded loan agreements on the basis of the analysis
of financial information from the financial statements audited by the audit firm;
● attestation services related to reporting on corporate governance, risk management, and corporate social
responsibility;
● services consisting in assessing the conformity of information disclosed by financial institutions and
investment firms with requirements for disclosure of information on capital adequacy and variable
remuneration components;
● certifying financial statements or other financial information intended for supervisory authorities, supervisory
board or other supervisory body of the Company or owners, which falls beyond the scope of statutory audit
and helps these bodies to fulfil their statutory obligations.
● Provision of the above services is possible solely to the extent not related to the entity’s tax policies after a
review by the Audit Committee of hazards and mitigants of the audit firm’s independence as referred to in Article
69-73 of the Act on Certified Auditors, Audit Firms and Public Supervision.
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On 06 August 2025, the Company’s Supervisory Board, based on the Audit Committee’s recommendation on the
selection of an auditor, decided to select PricewaterhouseCoopers Polska Spółka z ograniczoną
odpowiedzialnością Audyt Sp.k. as the auditor of the Company and the Arctic Paper S.A. Group to audit the
financial statements for 2025 and 2026. The recommendation of the Audit Committee was issued as a result of the
selection procedure in compliance with the “Policy and procedure for the selection of the audit firm for the statutory
and voluntary audit of the consolidated and separate financial statements of Arctic Paper S.A. with its registered
office in Kostrzyn nad Odrą”. The audit firm and members of its team performing the audit comply with the
requirements to make an impartial and independent report from the audit of the annual consolidated and separate
financial statements of the Arctic Paper Group and of the Company in compliance with the applicable regulations,
professional standards and the rules of professional ethics.
Remuneration Committee
COMPOSITION AND ORGANISATION OF THE REMUNERATION COMMITTEE
● The Remuneration Committee is composed of minimum two Members of the Supervisory Board, including the
Chair of the Committee, elected by the Supervisory Board from among its Members in compliance with the
Articles of Association and Regulations of the Supervisory Board.
● Members of the Remuneration Committee shall be appointed for three-year terms of office, however no longer
than the term of office of the Supervisory Board.
● The Chair of the Remuneration Committee shall be elected with a majority of votes of its Members.
● The Remuneration Committee operates pursuant to the Regulations of the Supervisory Board and the
Regulations of the Remuneration Committee.
● The Remuneration Committee performs advisory and consulting functions, operates as a collective body within
the Company’s Supervisory Board.
● The Remuneration Committee carries out its tasks by providing the Supervisory Board with its proposals,
opinions and reports in the form of resolutions.
COMPETENCES OF THE REMUNERATION COMMITTEE
● The basic task of the Remuneration Committee is advisory support to the Supervisory Board on issues related
to remuneration policy, bonus policy and other issues related to the remuneration of the employees, Members of
the Company’s authorities and the authorities of Capital Group companies.
● The tasks of the Remuneration Committee resulting from supervision over the Company’s remuneration policy
and ensuring the effective functioning of the Company’s remuneration policy, is to provide recommendations to
the Supervisory Board in particular with respect to:
● approval and changes to the remuneration principles of Members of the Company’s bodies;
● the amount of total remuneration to Members of the Company’s Management Board;
● legal disputes between the Company and Members of the Management Board with respect to the tasks of
the Committee;
● proposing remuneration and approving additional benefits to Individual Members of the Company’s bodies, in
particular under management option plans (convertible into shares of the Company);
● strategy of the Company’s remuneration and bonus policies and HR policies.
● The Remuneration Committee may resort to advisory services and assistance by external legal or other
advisers if it finds it necessary to perform its duties.
● The Remuneration Committee is obliged to file annual reports from its operations to the Supervisory Board by
30 September in each calendar year.
On 31 August 2020, the General Meeting of the Company, bearing in mind Article 90d(1) in connection with Article
90c(2)(1) of the Act of 29 July 2005 on public offerings and conditions for the introduction of financial instruments
into the organised trading system and on public companies (i.e. Journal of Laws of 2022, item 2554, as amended)
adopted the “Remuneration Policy for Members of the Management Board and Members of the Supervisory Board
of Arctic Paper S.A.”. Under the aforementioned Acts of public companies, including the Company, were obliged to
adopt, by resolution, the Remuneration Policy of Management Board and Supervisory Board Members, which is the
rules for determining the remuneration of Members of the Management Board and Supervisory Board, by the
General Meeting of Shareholders, and to publish a remuneration report. The Company shall pay remuneration to
the Members of the Management Board and the Supervisory Board solely in compliance with the adopted Policy.
The policy prepared by the Company was drawn up in accordance with the principles set out in the aforementioned
Act and refers to the required elements related to remuneration and other terms of employment for Members of the
Management Board and Members of the Supervisory Board. The policy received an opinion from the Remuneration
Committee operating at the Supervisory Board, as well as by the Supervisory Board.
On 11 June 2025, the General Meeting of the Company gave a positive opinion on the remuneration report for
2024 prepared by the Supervisory Board. The resolution of the General Meeting on the aforementioned subject is
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advisory. The report was reviewed by the auditor. The independent auditor’s report on the performance of a service
providing reasonable assurance on the assessment of the remuneration report was attached as Appendix 2 to
current report No. 11/2025 – “Resolutions adopted by the Annual General Meeting of Arctic Paper S.A. on 11 June
2025”.
Remuneration Committee meetings were held on: 18 February, 13 March, 21 March, 27 March, 17 April.
Since 9 February 2017 the Remuneration Committee has been operating in the following composition:
● Per Lundeen – Chair of the Remuneration Committee;
● Thomas Onstad – Member of the Remuneration Committee;
● Roger Mattsson – Member of the Remuneration Committee.
The detailed mode of operation of the Remuneration Committee is set forth in the Regulations of the Remuneration
Committee.
Risk Committee
COMPOSITION AND ORGANISATION OF THE RISK COMMITTEE
● The Risk Committee is composed of minimum three Members of the Supervisory Board, including the Chair of
the Committee, elected by the Supervisory Board from among its Members. Minimum one Member of the Risk
Committee shall be an Independent Member and hold qualifications and experience in the sphere of finances.
● Members of the Risk Committee shall be appointed for three-year terms of office, however no longer than the
term of office of the Supervisory Board.
● The Chair of the Risk Committee shall be elected with a majority of votes of its Members.
● The Risk Committee operates on the basis of commonly accepted corporate risk management models (e.g.
COSO-ERM).
● The Risk Committee performs advisory and consulting functions, operates as a collective body within the
Company’s Supervisory Board.
● The Risk Committee carries out its tasks by providing the Supervisory Board with its proposals, opinions and
reports in the form of resolutions.
COMPETENCES OF THE RISK COMMITTEE
● The basic task of the Risk Committee is advisory support to the Supervisory Board on issues related to the
proper identification, assessment and control of potential risks, i.e. opportunities and threats to realisation of the
Company’s strategic goals, with particular consideration for financial risk, related to both external factors (such
as volatility of foreign exchange rates, interest rates, general international economic condition) and internal
factors (such as cash flows, liquidity management, variation of budget and financial forecasts).
● The tasks of the Risk Committee resulting from the supervision over the risk management process, include in
particular:
● supervision over correct identification, analysis and assigning priority to types of risk inherent in the
operational strategy and business pursued;
● confirmation to the identified risk appetite of the Company;
● verification if actions used to mitigate risk are planned and implemented so that the risk is mitigated to a level
acceptable by the Company;
● monitoring verifying correct risk assessment by the Management Board and the effectiveness of control
tools;
● supervision over correct notification of stakeholders on the risks, risk strategies and control tools.
● The Risk Committee may resort to advisory services and assistance by external advisers if it finds it necessary
to perform its duties.
Since 5 August 2021 the Risk Committee has been operating in the following composition:
● Per Lundeen – Chair of the Risk Committee;
● Zofia Dzik – Independent Member of the Risk Committee;
● Roger Mattsson – Member of the Risk Committee.
The Risk Committee held a meeting on 15 December 2025.
INFORMATION COMPLIANT WITH THE REQUIREMENTS OF SWEDISH REGULATIONS CONCERNING
CORPORATE GOVERNANCE.
Arctic Paper S.A. is a company registered in Poland whose shares have been admitted to trading at the Warsaw
Stock Exchange and at NASDAQ in Stockholm. The Company’s primary market is in Warsaw with a parallel market
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in Stockholm. Companies not registered in Sweden which shares have been admitted to trading at NASDAQ in
Stockholm are obliged to comply with:
● the corporate governance rules in force in the country of their registration or
● the corporate governance rules in force in the country where they have their primary trading market, or
● the Swedish corporate governance code (hereinafter: the “Swedish Code”).
Arctic Paper S.A. follows the principles set forth in the “Best Practice of WSE Listed Companies 2021” (hereinafter:
“Best Practice”) that may be applied by companies listed at the Warsaw Stock Exchange and not the Swedish
Code. As a result, the conduct of Arctic Paper S.A. is different from the one set forth in the Swedish Code in the
following material aspects.
Shareholders’ meeting
The core documents related to General Meetings of Shareholders, such as notices, reports and approved
resolutions, are made in Polish and in English instead of Swedish.
Appointment of Company bodies
The Polish corporate governance model provides for a two-tier system of the Company’s bodies which is
composed of the Management Board being the executive body appointed by the Supervisory Board, which in turn
supervises the Company’s operations and is appointed by the General Meeting of Shareholders. Auditors are
selected by the Supervisory Board.
Neither the Best Practice, nor any other Polish regulations require the establishment of a commission in the
Company to elect candidates and therefore such commission does not exist among the bodies of the Company.
Each shareholder may propose candidates to the Supervisory Board. Appropriate information on candidates
proposed to the Supervisory Board is published on the Company’s website with appropriate advance so that all
shareholders could take an informed decision when voting on the resolution appointing a new Member of the
Supervisory Board.
Tasks of Company bodies
In accordance with the principles of the dualistic governance structure of the Company, the duties typically
performed by the Management Board of a Company incorporated under Swedish law are performed by either the
Management Board or the Supervisory Board of a Company incorporated under Polish law.
In accordance with the Polish applicable regulations, Members of the Management Board, including its General
Director who is the President of the Management Board, may not get involved in competitive activities outside the
Company. Pursuing of other business outside the Company is not regulated either in the Best Practice or other
Polish regulations; however, certain restrictions are usually incorporated in individual employment contracts.
Size and composition of the Company’s bodies
The composition of the Supervisory Board should reflect the independence criteria, just like those specified in the
Swedish Code. However, the Management Board being the executive body is composed of persons in executive
positions at Arctic Paper S.A., and these Members may not be treated as independent of the Company. The terms
of office of Members of the Management Board – just like the Members of the Supervisory Board – lasts three
years.
Chairs of the Company’s bodies
The Supervisory Board, rather than the Shareholders’ Meeting, elects a Chair and a Deputy Chair from among its
members.
Procedures of the Company’s bodies
Both the rules of procedure of the Management Board and the rules of procedure of the Supervisory Board are
adopted by the Supervisory Board. The Regulations are not reviewed each year – they are reviewed and modified
as need arises. The same principles apply to regulations of Committees operating within the Supervisory Board
that are approved by the Supervisory Board. The operation of the General Director is not regulated separately
since he/she also acts as the President of the Management Board.
===== SIDA 58 =====
MANAGEMENT BOARD’S REPORT FOR 2025
OF ARCTIC PAPER SA
55
Remuneration of members of the bodies of the Company and management staff
The Company shall pay remuneration to the Members of the Management Board and the Supervisory Board solely
in compliance with the Remuneration Policy adopted by the General Meeting.
Information on corporate governance
The Polish corporate governance rules do not require the same detail as to the disclosed information as required
by the Swedish Code. However, information on Members of the Company’s bodies, Company’s Articles of
Association, internal regulations and a summary of material differences between the Swedish and Polish approach
to corporate governance and shareholders’ rights is published on the Company’s website.
===== SIDA 59 =====