ARCTIC PAPER SA ANNUAL REPORT 2025
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.
Table of contents
Selected Separate Financial Data .................................................................................................................................................................2
Letter from the President of the Management Board of Arctic Paper SA ........................................................................................................4
Description of the business of Arctic Paper...............................................................................................................................................5
Summary of financial results ................................................................................................................................................................... 10
Material information and factors affecting the financial results and the assessment of the financial standing .......................................... 14
Factors affecting the development of the Company ................................................................................................................................ 15
Supplementary information ..................................................................................................................................................................... 17
Changes to the bodies of Arctic Paper SA .............................................................................................................................................. 18
Statement on the application of the corporate governance rules ............................................................................................................. 22
Information compliant with the requirements of Swedish regulations concerning corporate governance. ................................................ 33
Information of the Management Board of Arctic Paper S.A. on the selection of the auditing company .................................................... 34
Statements of the Management Board ................................................................................................................................................... 35
Separate financial statements ................................................................................................................................................................ 37
Notes to the separate financial statements ............................................................................................................................................. 43
1. General information ............................................................................................................................................................................ 43
1.1. Name, registered office, scope of business activity ..................................................................................................................... 43
1.2. Identification of the separate financial statements ....................................................................................................................... 43
1.3. Composition of the Company’s Management Board ................................................................................................................... 43
1.4. Approval of the financial statements ........................................................................................................................................... 43
1.5. Investments by the Company ..................................................................................................................................................... 43
2. Accounting principles .......................................................................................................................................................................... 45
2.1. Basis of preparation of the financial statements .......................................................................................................................... 45
2.2. Compliance statement ................................................................................................................................................................ 45
2.3. Functional currency and presentation currency ........................................................................................................................... 45
2.4. Changes in applied accounting policies ...................................................................................................................................... 45
2.5. New and amended standards and interpretations applied ........................................................................................................... 45
2.6. New standards and interpretations that have been published and are not yet effective ............................................................... 45
2.7. Foreign currency translation ....................................................................................................................................................... 47
2.8. Material values based on professional judgement and estimates ................................................................................................ 48
3. Notes to the separate statement of profit or loss and other comprehensive income ............................................................................ 48
3.1. Revenue ..................................................................................................................................................................................... 48
3.2. Other income and costs .............................................................................................................................................................. 49
3.3. Income tax .................................................................................................................................................................................. 51
3.4. Earnings/(loss) per share ............................................................................................................................................................ 53
4. Notes to the separate statement of financial position .......................................................................................................................... 54
4.1. Investments in subsidiaries ......................................................................................................................................................... 54
4.2. Other financial assets ................................................................................................................................................................. 57
4.3. Trade and other receivables ....................................................................................................................................................... 59
4.4. Other non-financial assets .......................................................................................................................................................... 60
4.5. Cash and cash equivalents ......................................................................................................................................................... 60
4.6. Share capital and other reserves ................................................................................................................................................ 61
4.7. Interest-bearing bank loans and cash pooling ............................................................................................................................. 63
4.8. Trade and other payables and other financial liabilities ............................................................................................................... 64
4.9. Contingent liabilities .................................................................................................................................................................... 65
5. Notes on financial instruments ............................................................................................................................................................ 66
5.1. Fair value of each class of financial instruments ......................................................................................................................... 67
5.2. Changes in assets and liabilities arising from financing activities ................................................................................................ 68
5.3. Collateral .................................................................................................................................................................................... 68
6. Financial risk management ................................................................................................................................................................. 68
6.1. Financial risk factors ................................................................................................................................................................... 68
6.2. Capital risk management ............................................................................................................................................................ 72
7. Other explanatory notes ..................................................................................................................................................................... 73
7.1. Information on related parties ..................................................................................................................................................... 73
7.2. Employment structure ................................................................................................................................................................. 74
7.3. Information on auditor’s remuneration ......................................................................................................................................... 75
7.4. Events after the balance sheet date ............................................................................................................................................ 75
ARCTIC PAPER SA
ANNUAL REPORT 2025
Selected
Separate
Financial Data
ARCTIC PAPER SA ANNUAL REPORT 2025
2
Selected Separate 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
PLN ‘000
PLN ‘000
Sales revenue
63 491
123 857
14 984
28 776
Operating profit/(loss)
26 544
192 024
6 265
44 614
Gross profit/(loss)
20 063
193 631
4 735
44 987
Net profit/(loss) from continuing operations
16 052
197 292
3 788
45 838
Net profit/(loss) for the financial year
16 052
197 292
3 788
45 838
Net cash flows from operating activities
(84 433)
(5 596)
(19 927)
(1 300)
Net cash flows from investing activities
(71 766)
(5 530)
(16 937)
(1 285)
Net cash flows from financing activities
(3 935)
(75 058)
(929)
(17 439)
Change in cash and cash equivalents
(160 136)
(86 184)
(37 793)
(20 024)
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
0,23
2,85
0,05
0,66
Diluted EPS in PLN/EUR
0,23
2,85
0,05
0,66
Mean 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
tys. PLN
tys. PLN
tys. EUR
tys. EUR
Total assets
1 261 022
1 341 458
298 347
313 938
Non-current liabilities
34 055
41 563
8 057
9 727
Current liabilities
247 698
335 192
58 603
78 444
Equity
979 269
964 703
231 686
225 767
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
14,13
13,92
3,34
3,26
Diluted book value per share in PLN/EUR
13,92
3,34
3,26
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 have been translated at the arithmetic average of the arithmetic average of the NBP exchange rates, prevailing on the balance sheet date.
ARCTIC PAPER SA ANNUAL REPORT 2025
3
ARCTIC PAPER SA
ANNUAL REPORT 2025
Management Board’s
Report on Operations
of Arctic Paper SA
to the Report for 2025
ARCTIC PAPER SA ANNUAL REPORT 2025
4
Letter from the President of the Management Board
of Arctic Paper SA
Dear Shareholders,
I am pleased to present to you the Arctic Paper SA Annual Report 2025.
The year 2025 unfolded under challenging market conditions. The anticipated economic recovery in Europe did
not materialize, while the macroeconomic environment and market volatility affected the operations of entities in the
paper sector as well as the operating conditions of capital groups.
In these circumstances, the primary objective of Arctic Paper S.A. was to ensure financial stability across the
entire Group and to exercise effective ownership supervision over its subsidiaries. The Company focused on main-
taining liquidity, rational cost structure management, and the ongoing assessment of risks arising from the market
environment.
The year 2025 was also a period of reassessing the Company’s investment approach. In the face of market
uncertainty, the Company limited its involvement in new, capital-intensive projects, concentrating instead on initia-
tives supporting financial stability and cash flow generation. This approach allows Arctic Paper S.A. to maintain
financial flexibility and to prepare for the effective use of future development opportunities.
Despite the difficult market conditions, Arctic Paper S.A. continues to maintain solid financial foundations and a
stable position as the parent company within the Group. The Company has adequate financial resources and man-
agerial competencies enabling it to effectively perform its ownership and strategic functions.
In the coming periods, the priorities will remain further strengthening the financial stability of the Company and
the Group, maintaining cost discipline, and readiness to undertake selective development activities in a more favor-
able market environment. We believe that a gradual improvement in the economic situation in Europe will create
conditions for an increase in the value of Arctic Paper S.A.
I would like to thank the Company’s employees for their commitment and professionalism, and our shareholders
for their trust and support.
Sincerely yours,
Michał Jarczyński
President of the Management Board of Arctic Paper SA
ARCTIC PAPER SA ANNUAL REPORT 2025
5
DESCRIPTION OF THE BUSINESS OF ARCTIC PAPER
General information
Arctic Paper SA is a holding company set up in April 2008. As a result of capital restructuring carried out in 2008,
the Paper Mills Arctic Paper Kostrzyn (Poland) and Arctic Paper Munkedals (Sweden), Distribution Companies and
Sales Offices became owned by Arctic Paper SA Previously they were owned by Trebruk AB (formerly Arctic Paper
AB) – the parent company of the Issuer. In addition, under the expansion, the Group acquired the Paper Mill Arctic
Paper Mochenwangen (Germany) in December 2008 and the Paper Mill Grycksbo (Sweden) in March 2010.
In 2012 and 2013, Arctic Paper SA acquired shares in Rottneros AB, a company listed on the NASDAQ Stock-
holm Stock Exchange (Sweden) with 100% ownership in two pulp companies (Rottneros Bruk AB and Rottneros
Vallvik AB), in a food packaging company (Rottneros Packaging AB), as well as shares in SIA Rottneros Baltic
(purchasing office), Nykvist Skogs AB (forest owners’ company) and Utansjo Bruk AB (non-operating company)
and 50% of shares in Kostrzyn Packaging Sp. z o.o. (packaging production).
Since 23 October 2009, Arctic Paper SA has been listed on the primary market of the Warsaw Stock Exchange
and since 20 December 2012 on NASDAQ.
The main statutory activity of the Company is the activity of a holding company, consisting in managing of enti-
ties belonging to the controlled Capital Group. The operations are conducted through Paper Mills and Pulp Mills as
well as Sales Offices and Procurement Office. The description of the Arctic Paper Group was provided in the Man-
agement Board’s Report on Operations of the Arctic Paper Group for the year ended on 31 December 2025.
The Company is entered in the register of entrepreneurs of the National Court Register maintained by the Dis-
trict 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 activity of Arctic Paper SA is holding activity.
Subsidiaries
As at 31 December 2025, Arctic Paper SA held investments in the following subsidiaries:
•
Arctic Paper Kostrzyn SA – Paper Mill with its registered office in Kostrzyn nad Odrą (Poland);
•
Arctic Paper Munkedals AB – Paper Mill in Munkedal (Sweden);
•
Arctic Paper Sverige AB – a sales office operating in Sweden;
•
Arctic Paper Norge AS – a sales office operating in Norway;
•
Arctic Paper Danmark A/S – a sales office operating in Denmark;
•
Arctic Paper UK Limited – a sales office in the United Kingdom;
•
Arctic Paper Baltic States SIA – a sales office for the Baltic States;
•
Arctic Paper Benelux SA – a sales office for the Benelux countries;
•
Arctic Paper Schweiz AG – a sales office in Switzerland;
•
Arctic Paper Italia srl – a sales office in Italy;
•
Arctic Paper France SAS – a sales office in France;
•
Arctic Paper Espana SL – a sales office in Spain;
•
Arctic Paper Papierhandels GmbH – a sales office in Austria;
•
Arctic Paper Deutschland GmbH – a sales office in Germany;
•
Arctic Paper Polska Sp. z o.o. – a sales office in Poland;
•
Arctic Power Sp. z o.o. – an energy project company;
•
Kostrzyn Packaging Sp. z o.o. – a packaging production company;
•
Arctic Paper Investment GmbH – a holding company established to acquire shares in the Paper Mill in Mochen-
wangen;
•
Arctic Paper Investment AB – a holding company established for the purpose of acquisition of Arctic Paper
Grycksbo AB;
•
Rottneros AB – holding company holding shares in pulp mills Rottneros Bruk AB and Rottneros Vallvik AB, food
packaging company Rottneros Packaging AB, as well as shares in SIA Rottneros Baltic (purchasing office),
Nykvist Skogs AB (forest owners’ company) and Utansjo Bruk AB (non-operating company) and a 50% stake in
Kostrzyn Packaging Sp. z o.o.(packaging production);
•
Arctic Paper Fiber Solutions, Inc. – a sales office in the United States of America.
ARCTIC PAPER SA ANNUAL REPORT 2025
6
Information on percentage holdings in each subsidiary is provided in the Company’s financial statements (note
1.5).
Changes in the capital structure of the Arctic Paper Group
In the first half of 2025, a change was made to the structure of Arctic Power Sp. z o.o., resulting in an additional
payment of PLN 2,400,000 to the share capital. The purpose of the surcharge was to finance ongoing investment
projects in the energy sector. The surcharge was made by offsetting Arctic Power Sp. z o.o.’s liabilities under the
loan granted to the company in 2024.
On 22 July 2025, the Management Board became aware of the results of the issue of new shares in Rottneros
AB, including the allotment to the Company of shares under pre-emptive rights and an additional 10,000,000 new
shares (8.7% of the offered shares) under the subscription of new shares without pre-emptive rights. Prior to the
aforementioned transaction, Arctic Paper SA 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.
During the reporting period, the Company established a new subsidiary in the United States – Arctic Paper Fiber
Solutions, Inc. In connection with the establishment of the entity, a resolution was passed to issue 1,000 shares to
Arctic Paper SA However, as at the balance sheet date, the cash contribution corresponding to this issue had not
yet been made. The parent company holds 100% of the shares in the capital of the subsidiary. The sales office was
established to support the development of the Company’s commercial activities in the US market, in particular
through strengthening customer relationships, acquiring new customers and increasing sales of Arctic Paper prod-
ucts in the United States.
Services provided
As the holding company of Arctic Paper SA, it receives dividends, interest on loans granted and income from advi-
sory services provided to related parties operating within the Arctic Paper SA Group.
In addition, a logistics department was established within Arctic Paper SA in 2016 to provide transport planning
and coordination services for the paper mills in Kostrzyn, Grycksbo and Munkedals.
The range of products manufactured by the Arctic Paper Group’s paper mills is described in the Management
Board’s Report on Operations of the Arctic Paper Group for 2025.
Modifications to the core management principles
In 2025, there were no material modifications to the core management principles.
Shareholding structure
The main shareholder of Arctic Paper SA is a company under Swedish law, Nemus Holding AB (owned indirectly
by Mr Thomas Onstad), which owns 41,374,890 shares of Arctic Paper S.A as of 31 December 2025, representing
59.71% of its share capital corresponding to 59.71% of the total number of votes at the General Meeting. 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 ac-
counting for 0.87% of the total number of shares of the Company. Mr Thomas Onstad’s total direct and indirect
shareholding in Arctic Paper SA amounted to 68.26% as at 31 December 2025 and remained unchanged up to the
date of publication of this report.
ARCTIC PAPER SA ANNUAL REPORT 2025
7
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%
Market environment
The Company provides no services directly to external entities. The Company’s financial condition and its ability to
distribute dividend is primarily affected by the market environment in which the Paper and Pulp Mills controlled by
the Company operate.
Information on the main products offered by the Group, together with their value and volume specification and
the share of individual products in the Group’s total sales, as well as information on the sales markets, including a
division into domestic and foreign markets, and information on the sources of supply of production materials and
services are included in the separate report “Arctic Paper Group – Management Board’s Report for 2025”.
Development directions and strategy
On 4 October 2021, the Company’s Supervisory Board approved the “Arctic Paper Group Strategy for 2022-2030”
presented by the Issuer’s Management Board. With the Group’s new strategy to 2030, Arctic Paper will accelerate
its transformation into a more comprehensive company, leveraging the synergies and competencies of its existing
businesses. The Company’s strategic directions are reflected in its 4 pillars: packaging, energy, graphic paper and
pulp.
For details, please refer to the Report on Operations of the Arctic Paper Group.
Sales structure
In 2025, the sales structure by main sources of the Company’s revenue was as follows:
PLN ‘000
2025
% share
2024
% share
Services
15 432
24%
15 180
12%
Dividends
45 243
71%
106 097
86%
Loan interest
2 816
4%
2 580
2%
Total
63 491
100%
123 857
100%
ARCTIC PAPER SA ANNUAL REPORT 2025
8
The Company provides management services to its subsidiaries on the basis of its agreements with them. The
table below shows the structure of sales by company:
PLN ‘000
2025
% share
2024
% share
Arctic Paper Kostrzyn SA
40 891
64%
94 934
77%
Rottneros AB
-
-
14 727
-
Arctic Paper Munkedals AB
6 803
11%
6 638
5%
Arctic Paper Grycksbo AB
5 659
9%
6 135
5%
Other
10 139
16%
1 423
1%
Total
63 491
100%
123 857
100%
Below, revenue from contracts with customers and other revenue by geography.
Year ended
31 December 2025
Year ended
31 December 2024
Revenue from contracts with customers
– Poland
4 206
4 155
– Sweden
11 226
11 026
15 432
15 180
Other income (dividends and interest)
– Poland
42 794
92 188
– Sweden
1 247
16 489
– other
4 018
-
48 059
108 677
Total
63 491
123 857
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 pa-
per 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 a structural decline due to digitalisa-
tion, but thanks to its efficient sales process and strong brands, Arctic Paper manages its market shares and the
overall decline in paper demand better than its competitors.
Research and development
The Company has no direct expenses on 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. In the period
covered with this report, the Paper Mills and Pulp Mills carried out development works to improve production pro-
cesses, in particular to shorten the idle time of paper machines as well as works aimed at improving the paper/pulp
quality and extending the assortment and to improve the quality of products and decrease costs.
ARCTIC PAPER SA ANNUAL REPORT 2025
9
Natural environment
A description of the impact of environmental regulations on the operations of the Company-controlled Paper and
Pulp Mills is included in the separate report “Arctic Paper Group – Management Report 2025”, in the section on
sustainability reporting.
ARCTIC PAPER SA ANNUAL REPORT 2025
10
SUMMARY OF FINANCIAL RESULTS
Selected items of the statement of profit or loss
PLN ‘000
2025
2024
Change %
2025/2024
Sales revenue
63 491
123 857
-49%
of which:
Revenue from sales of services
15 432
15 180
2%
Interest income on loans
2 816
2 580
9%
Dividend income
45 243
106 097
-57%
Costs of sales of logistics services
(8 546)
(8 212)
4%
Borrowing costs
(3 811)
(4 891)
-22%
Profit on sales
51 134
110 754
-54%
% of sales revenue
80,54
89,42
(8,9) p.p.
Selling and distribution costs
Administrative expenses
(24 776)
(22 970)
8%
Other operating income
329
104 497
-100%
Other operating expenses
(143)
(257)
-44%
EBIT
26 544
192 024
-86%
% of sales revenue
41,81
155,04
(113,2) p.p.
EBITDA
26 978
191 601
-86%
% of sales revenue
42,49
154,70
(112,2) p.p.
Finance income
7 192
7 362
-2%
Finance costs
(13 673)
(5 755)
138%
Gross profit
20 063
193 631
-90%
Income tax
(4 011)
3 661
-210%
Net profit
16 052
197 292
-92%
% of sales revenue
25,28
159,29
(134,0) p.p.
Revenue, costs of sales and profit on sales
The main object of the Company’s statutory activities is to carry out holding activities, consisting of providing con-
sultancy services to the companies in the Group it controls. The operations of the Group are conducted through
Paper Mills and Pulp Mills as well as Sales Offices and Procurement Office. In 2025, the separate sales revenue
reached PLN 63,491 thousand and comprised: dividend income (PLN 45,243 thousand), services provided to
Group companies (PLN 15,432 thousand) and interest income on loans (PLN 2,816 thousand). In 2024, the Com-
pany’s separate revenue amounted to PLN 123,857 thousand and included: dividend income (PLN 106,097 thou-
sand), services provided to Group companies (PLN 15,180 thousand) and interest income on loans (PLN 2,580
thousand).
In 2025 and 2024, the Company did not provide any services to the Rottneros Group pulp mills.
The costs of sales (PLN -12,357 thousand) include the own cost of providing logistics services (PLN -8,546
thousand) and interest on loans received under the cash pooling arrangement (PLN -3,811 thousand).
ARCTIC PAPER SA ANNUAL REPORT 2025
11
Administrative expenses
In 2025, the administrative expenses amounted to PLN 24,776 thousand. They cover costs of the administration of
the Company operation, costs of services provided to the companies in the Group and all costs incurred by the
Company for the purposes of pursuing holding company activities. The above include a group of costs that are
related solely to statutory activities and cover, inter alia: audit costs of financial statements, functioning costs of the
Supervisory Board, costs of periodic owners’ inspections in the Company, etc.
Selling and distribution costs
The Company has not recognised any selling and distribution costs in 2025 and 2024.
Other operating income and expenses
Other operating income amounted to PLN 329 thousand in 2025, a significant decrease compared with the same
period of the previous year. The difference is due to the recognition of the reversal of the impairment loss on the
shares in Arctic Paper Investment AB in the amount of PLN 104,775 thousand in 2024
In 2025, there was a decrease in other operating expenses, which reached PLN -143 thousand (in 2024 it was
PLN -257 thousand).
Finance income and finance costs
In 2025, finance income amounted to PLN 7,192 thousand and was lower than the revenue obtained in the same
period of the previous year by PLN 170 thousand. The decrease in finance income was mainly due to lower interest
on bank balances.
At the same time, there was an increase of finance costs from PLN 5,755 thousand in 2024 to PLN 13,673 thou-
sand. This was due to the higher guarantee paid to the companies and increased costs associated with the valua-
tion and repayment of loans.
Profitability analysis
EBITDA in 2025 was PLN 26,978 thousand, compared with PLN 191,501 thousand in 2024.
EBIT in 2025 amounted to PLN 26,544 thousand compared with PLN 192,024 thousand in the previous year.
The net profit in 2025 amounted to PLN 16,052 thousand compared with the net profit of PLN 197,292 thousand
in 2024.
PLN ‘000
2025
2024
Change %
2025/2024
Profit on sales
51 134
110 754
-54%
% of sales revenue
80,54
89,42
(8,9) p.p.
EBITDA
26 978
191 601
-86%
% of sales revenue
42,49
154,70
(112,2) p.p.
EBIT
26 544
192 024
-86%
% of sales revenue
41,81
155,04
(113,2) p.p.
Net profit
16 052
197 292
-92%
% of sales revenue
25,28
159,29
(134,0) p.p.
Return on equity / ROE (%)
1,6
20,5
(18,8) p.p.
Return on assets / ROA (%)
1,3
14,7
(13,4) p.p.
The Company uses alternative performance measurements when describing its 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 Company’s financial results over the individual reporting periods.
ARCTIC PAPER SA ANNUAL REPORT 2025
12
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 Company 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.
The ratios presented by the Company were calculated according to the formulas described below.
EBITDA – profit from continuing operating activities increased by depreciation and amortisation and impairment
losses on assets relating to continuing operations.
* Return on equity, return on equity, ROE – net profit/(loss) to equity
* Return on assets, return on assets, ROA – the ratio of net profit/(loss) to total assets
In 2025, return on equity was 1.6% while in 2024 it was 20.5%. Return on assets fell by 13.4 p.p., where the
return on assets was 1.3% in 2025 and 14.7% in 2024.
Selected items of the statement of financial position
PLN ‘000
31.12.2025
31.12.2024
Change
31/12/2025
-31/12/2024
Non-current assets
1 190 275
1 130 202
60 073
of which:
loans granted
58 901
50 084
8 818
Receivables
24 218
23 724
493
Other current assets
26 869
10 546
16 323
Cash and cash equivalents
19 660
176 985
(157 325)
Total assets
1 261 022
1 341 458
(80 436)
Equity
979 269
964 703
14 566
Current liabilities
247 698
335 192
(87 494)
of which:
interest-bearing debt
219 487
304 269
(84 782)
Non-current liabilities
34 055
41 563
(7 508)
of which:
interest-bearing debt
31 722
38 602
(6 880)
Total equity and liabilities
1 261 022
1 341 458
(80 436)
As at 31 December 2025, total assets amounted to PLN 1,261,022 thousand compared with PLN 1,341,458 thou-
sand at the end of 2024.
Non-current assets
The company’s non-current assets include property, plant and equipment, intangible assets, investments in subsid-
iaries and joint ventures, other financial assets and deferred tax assets. At the end of December 2025 non-current
assets accounted for about 94.4% of total assets and their share in total assets increased as compared to Decem-
ber 2024 (84.3%). The increase in the value of non-current assets at the end of 2025 compared with the same
period in 2024 is mainly due to an increase in the value of shares related to the investment in Rottneros AB, as well
as a higher value of other financial assets (long-term intragroup loans).
ARCTIC PAPER SA ANNUAL REPORT 2025
13
Current assets
As at the end of December 2025, current assets amounted to PLN 70,747 thousand as compared to PLN 211,256
thousand at the end of 2024. The decrease in current assets is mainly due to a lower cash balance.
Equity
At the end of December 2025, the equity amounted to PLN 979,269 thousand compared with PLN 964,703 thou-
sand at the end of 2024.
The increase in equity is due to the net profit generated in 2025.
Current liabilities
As at the end of December 2025, current liabilities amounted to PLN 247,698 thousand (19.6% of balance sheet
total) compared with PLN 335,192 thousand as at the end of 2024 (25.0% of balance sheet total). The decrease in
current liabilities is due to a decrease in cash pooling liabilities and repayment of bank loans.
Non-current liabilities
As at the end of December 2025, non-current liabilities amounted to PLN 34,055 thousand (2.7% of balance sheet
total) compared with PLN 41,563 thousand as at the end of 2024 (3.1% of balance sheet total).
Debt analysis
2025
2024
Change %
2025/2024
Debt to equity ratio (%)
28,8
39,1
(10,3) p.p.
Equity to non-current assets ratio (%)
82,3
85,4
(3,1) p.p.
Interest-bearing debt-to-equity ratio (%)
25,7
35,5
(9,9) p.p.
* Equity debt ratio (%) – total liabilities to equity ratio
* Equity to non-current assets ratio – equity to non-current assets ratio.
* Equity debt to interest-bearing debt – the ratio of interest-bearing debt and other financial liabilities to equity.
As at the end of December 2025, the equity debt ratio was 28.8% and was lower by 10.3 p.p. compared to the end
of December 2024. The equity to asset ratio decreased from 85.4% as at the end of 2024 to 82.3% as at the end of
December 2025. The debt-to-equity ratio with interest-bearing debt was 25.7% at the end of 2025, down 9.9 p.p.
compared to 2024.
Liquidity analysis
2025
2024
Change %
2025/2024
Current ratio
0,29x
0,63x
(0,3)
Quick ratio
0,29x
0,63x
(0,3)
Cash solvency ratio
0,08x
0,53x
(0,4)
* Current ratio – the ratio of current assets to current liabilities.
* Quick ratio – the ratio of current assets minus inventory and short-term accruals and deferred income to current liabilities.
* Cash solvency ratio – the ratio of the sum of cash assets and other cash assets to current liabilities
The current ratio and the quick ratio were 0.29 and 0.29, respectively, at the end of December 2025, lower than at
the end of December 2024. The cash solvency ratio decreased compared to December 2024 and stood at 0.08 at
the end of December 2025.
ARCTIC PAPER SA ANNUAL REPORT 2025
14
Selected items of the statement of cash flows
PLN ‘000
2025
2024
Change %
2025/2024
Cash flows from operating activities
(84 433)
(5 596)
1 408,9
of which:
Gross profit
20 063
193 631
(89,6)
Depreciation/amortisation
434
423
2,6
Changes to working capital
(7 686)
3 416
(325,0)
Net interest and dividends
2 736
3 764
(27,3)
Change in loans granted to subsidiaries
(8 817)
(20 651)
(57,3)
Impairment (reversal)
-
(104 775)
(100,0)
Other adjustments
(91 163)
(81 404)
12,0
Cash flows from investing activities
(71 766)
(5 530)
1 197,9
Cash flows from financing activities
(3 935)
(75 058)
(94,8)
Total cash flows
(160 136)
(86 184)
85,8
Cash flows from operating activities
In 2025, net cash flow from operating activities amounted to PLN -84,433 thousand, a significant decrease com-
pared with PLN -5,596 thousand in 2024. This decrease was mainly due to lower gross profits, lower dividends
received from subsidiaries and changes in cash pooling.
Cash flows from investing activities
In 2025, net cash flow from investing activities amounted to PLN -71,766 thousand. This amount consisted mainly
of the purchase of shares in Rottneros AB in the amount of PLN 69,131 thousand, additional payments to the share
capital of Arctic Power Sp. z o.o. in the amount of PLN 2,400 thousand and the purchase of property, plant and
equipment.
Cash flows from financing activities
In 2025, cash flows from financing activities amounted to PLN -3,935 thousand compared with PLN -75,058 thou-
sand in 2024. In 2025, these were related to the repayment of existing bank loans, the receipt of a supplementary
loan and a change in the status of the revolving credit facility.
MATERIAL INFORMATION AND FACTORS AFFECTING THE FINANCIAL RESULTS AND THE
ASSESSMENT OF THE FINANCIAL STANDING
Key factors affecting the Company’s performance
The operations of the Company are indirectly affected by factors that have direct impact on the business of the
Group’s operational units – Paper Mills and the factors include:
•
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.
ARCTIC PAPER SA ANNUAL REPORT 2025
15
The impact of the factors on the Group’s business was described in “Arctic Paper Group – Management Board’s
Report for 2025”.
Unusual events and factors
In the reporting period there were no unusual events and/or other factors affecting Arctic Paper SA
Other material information
Joint investments
In 2025, Arctic Paper SA granted another loan in the amount of PLN 12,789 thousand to Arctic Paper Grycksbo AB
(APG) to finance further construction costs of a biomass drying and pellet production facility. The loan was pro-
vided under the revolving credit facility as an additional loan.
In April 2025, a change was made to the ownership structure of Arctic Power Sp. z o.o., as a result of which a
capital contribution of PLN 2,400 thousand was made to the share capital. These funds were used to finance ongo-
ing investment projects in the energy sector.
Other information
From 1 January 2022, the Company is part of the Arctic Paper Tax Group (PGK). The Tax Group was concluded
for a period of three fiscal years starting from 1 January 2022. PGK comprises Arctic Paper SA as the parent com-
pany and Arctic Paper Kostrzyn SA as a subsidiary. At the end of 2024, the Tax Group amended the agreement to
extend the life of the group indefinitely. The PGK agreement was notified by Arctic Paper SA, designated as the
parent company of the Arctic Paper Tax Group, at the First Mazovian Tax Office.
FACTORS AFFECTING THE DEVELOPMENT OF THE COMPANY
Information on market trends and factors affecting the Company’s financial results over the next year is provided in
the consolidated annual report. The risk factors directly affecting the Company’s operations are described below.
Other risk factors affecting the Company through its subsidiaries are described in detail in the consolidated annual
report.
Risk factors
Risk factors related to the environment in which the Company operates
The sequence in which the risk factors are presented below does not reflect the likelihood of occurrence, extent or
materiality of the risks.
RISK OF CHANGING LEGAL REGULATIONS
Our Company operates in a legal environment characterised by a high level of uncertainty. The regulations affect-
ing 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 en-
forcement of the applicable regulations concerning the protection of surface waters, groundwater, soil and ambient
air.
RISK RELATED TO DISADVANTAGEOUS GLOBAL ECONOMIC SITUATION
The global economic situation is affected by the effects of the recent financial crisis, in particular the continued loss
of trust on the part of consumers and entrepreneurs, concerns related to the availability and increasing costs of
loans, decrease in consumer and investment spending, volatility and strength of capital markets. We anticipate that
the difficult global economic conditions may result in an overall decrease in demand and average prices of high
quality paper which in turn may adversely affect the dividends received from subsidiaries.
ARCTIC PAPER SA ANNUAL REPORT 2025
16
FOREIGN CURRENCY RISK
The Company’s revenues, costs and results are exposed to foreign exchange risk, in particular relating to ex-
change 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, foreign exchange rate fluctuations may have a strong adverse effect on the results, financial condition and
prospects of the Company.
INTEREST RATE RISK
The Company 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
SEK. Adverse changes in interest rates could adversely affect the Company’s results, financial position and pro-
spects.
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 Company because it affects fundamental elements of the operation: data held by the Com-
pany, 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 confi-
dence. In addition, potential costs may include the reconstruction of the Company’s IT infrastructure, the risk of
administrative penalties (e.g. GDPR), or the risk of lawsuits as a result of claims from customers.
RISK RELATED TO INCREASING IMPORTANCE OF ALTERNATIVE MEDIA
Trends in advertising, electronic data transmission and storage and on the Internet have adverse impact on tradi-
tional printed media and thus on the products of the Company and its customers. Continuation of such changes
may adversely affect the results, financial condition and prospects of the Company.
The objectives and methods of financial risk management in the Company along with hedging methods of major
transactions are detailed in note 6.1 to the separate financial statements.
Risk factors relating to the business of the Company
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 RETAINING MANAGEMENT AND QUALIFIED PERSONNEL
The achievement of strategic objectives by the Company is subject to the know-how and experience of the profes-
sional management staff and the ability to hire and retain qualified specialists. The Company may not be able to
retain its management staff and other key specialists or to attract new specialists. If the Company is not able to
recruit and retain management staff and personnel, this may adversely affect its business, operational results and
financial condition.
RISK RELATED TO THE DEBT OF THE COMPANY
Arctic Paper has mainly debt under a loan agreement with a consortium of banks (Pekao SA, Santander Bank SA
and BNP Paribas SA of 31 October 2025) and under lease agreements.
Failure to meet the Company’s obligations, including the level of agreed financial ratios (covenants) under the
loan agreements, results in an event of default. 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 loss of access to external financing, which could result in
loss of liquidity and which in turn may materially adversely affect our business and development prospects and the
price of our shares.
RISK RELATED TO THE CAPACITY OF THE COMPANY TO PAY DIVIDEND
The Issuer is a holding company and therefore its capacity to pay dividend is subject to the level of potential dis-
bursements from its subsidiaries involved in operational activity, and the level of cash balances. Certain subsidiar-
ies of the Group involved in operational activity may be subject to certain restrictions concerning disbursements to
ARCTIC PAPER SA ANNUAL REPORT 2025
17
the Issuer. There can be no assurance that such restrictions will not have a material adverse effect on the busi-
ness, results on operations and capacity of the Company 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).
SUPPLEMENTARY INFORMATION
The Management Board position on the possibility to achieve the projected financial results published
earlier
The Management Board of Arctic Paper SA 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 financial statements
The Company’s 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 fore-
seeable future. As at the date of the financial statements, there are no circumstances indicating a threat to the Is-
suer’s going concern. Details of the preparation of the separate and consolidated financial statements are
discussed in note 2 to the 2025 Separate Financial Statements.
Dividend information
Dividends are paid based on the net profit disclosed in the separate annual financial statements of Arctic Paper SA
after covering losses carried forward from the previous years.
In accordance with provisions of the Code of Commercial Companies and Partnerships, the parent company is
obliged to establish supplementary capital to cover potential losses. At least 8% of the profit for the financial year
disclosed in the separate financial statements of the parent company should be transferred to the category of capi-
tal until the capital has reached the amount of at least one third of the share capital of the parent company. The
Company has complied with this requirement. The use of supplementary capital and reserve funds is determined
by the General Meeting; however, a part of reserve capital equal to one third of the share capital can be used
solely to cover the losses disclosed in the separate financial statements of the parent company and cannot be dis-
tributed to other purposes.
As on the date hereof, the Company had no preferred shares.
The possibility of disbursement of potential dividend by the Company to its shareholders depends on the level of
payments received from its subsidiaries. The risk associated with the Company’s ability to disburse dividend was
described in the part “Risk factors” of the annual report for 2025.
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 decided to recommend to the Ordinary General Meeting to allocate the
Company’s net profit for 2024 in the amount of PLN 197,291,617.02 (one hundred and ninety-seven million, two
hundred and ninety-one thousand, six hundred and seventeen zloty and two groszy) in its entirety to the Com-
pany’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 (in words: one hundred and ninety-seven million two hundred and ninety-one thousand six hundred
and seventeen zlotys and two grosze) to the Company’s reserve capital.
On 19 February 2026, the Management Board of Arctic Paper S.A. decided to temporarily suspend the applica-
tion of the dividend policy with respect to the payment of the dividend for 2025, adopted pursuant to the Manage-
ment Board resolution of 11 July 2022, and will not recommend to the Company’s General Meeting the payment of
a dividend
ARCTIC PAPER SA ANNUAL REPORT 2025
18
CHANGES TO THE BODIES OF ARCTIC PAPER SA
As at 31 December 2025, the Supervisory Board of the Parent Company (appointed on 22 June 2021) comprised:
•
Per Lundeen – Chair of the Supervisory Board appointed on 22 September 2016 (appointed to the Supervisory
Board on 14 September 2016);
•
Roger Mattsson – Deputy Chair 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 Parent Company’s Management Board (appointed by resolution of 9 May 2023) com-
prised:
•
Michał Jarczyński – President of the Management Board appointed on 10 December 2018, with effect from 1
February 2019;
•
Katarzyna Wojtkowiak – Member of the Management Board appointed on 29 May 2023;
•
Fabian Langenskiöld – Member of the Management Board appointed on 14 August 2023.
Until the date hereof, there were no changes in the composition of the Management Board of the Parent Company.
Changes to the share capital of Arctic Paper SA
In 2025 there were no changes to the Company’s share capital.
Purchase of treasury shares
In 2025 and 2024 the Company did not acquire any treasury stock.
ARCTIC PAPER SA ANNUAL REPORT 2025
19
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 in the period from 1
January 2025 to 31 December 2025 (data in full PLN).
Managing and supervising
persons
Remuneration for the functions performed
at Arctic Paper SA
Retirement plan
Other
Total
Management Board
Jarczyński Michał
1 189 920
1 511 812
2 701 732
Wojtkowiak Katarzyna
829 200
175 793
1 004 993
Langendskiold Fabian
23 476
23 476
3 730 201
Supervisory Board
Per Lundeen
376 800
376 800
Roger Mattsson
268 800
268 800
Thomas Onstad
192 000
192 000
Zofia Dzik
230 400
230 400
Anna Jakubowski
192 000
192 000
1 260 000
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 rea-
son 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
20
Changes in holdings of the Issuer’s shares or rights to shares by persons managing and supervising Arctic Paper SA
Managing and supervising persons
Number of shares
Managing and su-
pervising persons
Change
Management Board
Michał Jarczyński
5 572
5 572
–
Katarzyna Wojtkowiak
–
–
–
Fabian Langenskiöld
900
900
–
Supervisory Board
Per Lundeen
34 760
34 760
–
Thomas Onstad
5 323 658
5 323 658
–
Roger Mattsson
–
–
–
Zofia Dzik
–
–
–
Anna Jakubowski
–
–
–
Management of financial resources
As of the date hereof, the Company held sufficient funds and creditworthiness to ensure financial liquidity of Arctic
Paper S.A.
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:
1. the risks of: price changes, credit, material disruption of cash flows and loss of liquidity to which the Company is
exposed; and
2. 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 state-
ments in notes 5 and 6.
Information on sureties, guarantees and contingent liabilities
In connection with the term and revolving credit facility 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.
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 owned by the Guarantors;
•
registered pledges on all material rights and movable assets owned by the Company and the Guarantors, con-
stituting an organised part of enterprise, located in Poland (with the exception of the assets listed in the Loan
Agreement);
•
assignment of (existing and future) insurance policies covering the assets of Arctic Paper Kostrzyn SA (with the
exception of insurance policies listed in the Loan Agreement);
•
statements of the Company and Arctic Paper Kostrzyn SA on voluntary submission to execution, in the form of a
notarial deed;
•
financial pledges and registered pledges on the Company’s and Arctic Paper Kostrzyn S.A.’s bank accounts
registered in Poland (the pledges relate to current and future bank accounts; in the event of an event of default,
ARCTIC PAPER SA ANNUAL REPORT 2025
21
in the event that the pledged receivable or part thereof becomes due, the Company may not draw funds from
the pledged receivable or instruct the bank maintaining the account to withdraw 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;
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.
In the period covered with this report, Arctic Paper S.A. and its subsidiaries did not grant or receive any guarantee
to loans or borrowings, and did not grant any guarantees – totally to one entity or a subsidiary of such entity – with
the total value exceeding equivalent of 10% of the Company’s equity.
Material off-balance sheet items
Information on off-balance sheet items is provided in the Company’s separate financial statements for 2025 in note
4.9.
Assessment of the feasibility of investment plans
Arctic Paper S.A. plans no material investments to be made in 2025. Significant investments are made through the
Issuer’s subsidiaries, in particular the Paper Mills, as described in the separate report “Arctic Paper Group – Man-
agement Board’s Report for 2025”.
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 proceed-
ings pending before a court, a competent authority for arbitration proceedings or a public administration authority.
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
The Issuer is not aware of any agreements that may result in future changes in the proportions of shares held by
existing shareholders.
Information on remuneration of 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 odpowiedzi-
alnością Audyt Sp.k. as the auditor of the Company and the Arctic Paper S.A. Group to audit the financial state-
ments 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 vol-
untary 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
ARCTIC PAPER SA ANNUAL REPORT 2025
22
make an impartial and independent report from the audit of the annual consolidated and separate financial state-
ments of the Arctic Paper Group and of the Company in compliance with the applicable regulations, professional
standards and the rules of professional ethics.
Headcount
Information on the headcount is provided in note 7.2 to the separate financial statements for 2025.
Information on the preparation of a separate group report on non-financial information
The Company has prepared the non-financial information indicated by Article 49b, paragraphs 2-8 of the Account-
ing Act was described in “Arctic Paper Group – Management Board’s Report for 2025-in the section concerning
sustainability reporting“ in accordance with the requirements set out in this Act. This document, once published,
together with the Annual Report and the Consolidated Annual Report for 2025, will be posted on the Company’s
website in accordance with Article 49b(6) of the aforementioned Act.
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 rules for companies listed on the Main Market of the WSE
– “Best Practice for GPW 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 of GPW Listed Companies 2021” is available on the websites of the Stock Ex-
change 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-govern-
ance/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 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. was striving at applying corporate governance rules as set forth in the document “Best Practice of
GPW 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
ARCTIC PAPER SA ANNUAL REPORT 2025
23
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”.
EXPLANATION:
Given the size of the Company and the structure and nature of its business, the Management Board, the Supervi-
sory 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 communi-
cation (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 issu-
ers of securities and conditions to recognise as equivalent the information that is required by the law in Non-Mem-
ber 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 prepara-
tion 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 man-
agement systems in relation to the financial reporting process. On the basis of such review, the Company’s Man-
agement 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
24
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%
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 com-
mon 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/corpo-
rate-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;
•
voting shall be open unless a shareholder demands a secret ballot or a secret ballot is required by the provisi-
ons 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;
ARCTIC PAPER SA ANNUAL REPORT 2025
25
•
in compliance with the Company’s Articles of Association, the following matters fall within the exclusive compe-
tences 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
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 Com-
pany’s Articles of Association, approved regulations and resolutions of the Company 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.
•
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.
ARCTIC PAPER SA ANNUAL REPORT 2025
26
•
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 of the Supervisory Board.
•
Guided with 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 their running of the affairs of
the Company as resulting from the internal delegation of duties and functions approved by a decision of the Man-
agement 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 meet-
ing. 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.pl/globalassets/arcticpapergroup.com/02-about/04-corporate-governance/corpo-
rate-documents/pl/regulamin-zarzadu-ap-sa.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 Supervi-
sory 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 Ma-
nagement Board;
•
consent to the Company or its subsidiary to enter into a material agreement with a Member of the Supervi-
sory 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 Mem-
bers 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 Supervi-
sory 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 were not
approved as candidates by the Ordinary General Meeting, may act as Members of the Supervisory Board. Ex-
piry of the mandate of a co-opted Member of the Supervisory Board as a result of failure to approve such candi-
date by the Ordinary General Meeting may not be treated as finding any resolution approved with the
participation of such Member as invalid or ineffective.
ARCTIC PAPER SA ANNUAL REPORT 2025
27
•
The 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, Mem-
bers 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 Regula-
tions 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 opera-
tion.
•
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 manage-
ment 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-Presi-
dents, 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 mem-
bers;
•
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 func-
tions in the Company or any persons cooperating with or related to the Company, including incentive pro-
grammes 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 telecommuni-
cations. Resolutions approved as specified above shall be valid if all Members of the Supervisory Board were noti-
fied 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
28
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 Mem-
bers of the Supervisory Board. Resolutions may be approved without formal convening a meeting when all Mem-
bers 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.pl/globalassets/arcticpapergroup.com/02-about/04-corporate-governance/corpo-
rate-documents/pl/1_11_2016_appendix-pl_ap-sa---regulamin-rady-nadzorczej_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 of-
fice.
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 Indepen-
dent Members.
•
The Audit Committee operates on the basis of the Act on Statutory Auditors, Best Practice of GPW Listed Com-
panies, 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 Com-
pany’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 experi-
ence 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 know-
ledge 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 compe-
tences 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
29
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, ensu-
ring 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 consis-
tency 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 Com-
pany and its Group to ensure that the Company is properly recognised and managed;
•
ensuring the effective functioning of internal control, in particular by providing recommendations to the Su-
pervisory 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 advi-
sers 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 Sep-
tember 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 ac-
counting or auditing. Ms Anna Jakubowski has several years of experience as a Member of the Audit Commit-
tee 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 con-
troller of the Arctic Paper Group and his participation in the Audit Committee for more than three years, Mr Ro-
ger 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).
ARCTIC PAPER SA ANNUAL REPORT 2025
30
•
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 ac-
quainted 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 finan-
cial 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 Com-
pany.
•
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 Coun-
cil 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 invest-
ment 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
31
•
Provision of the above services is possible solely to the extent not related to the entity’s tax policies after a re-
view 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.
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 odpowiedzi-
alnością Audyt Sp.k. as the auditor of the Company and the Arctic Paper S.A. Group to audit the financial state-
ments 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 vol-
untary 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 state-
ments 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 Ar-
ticles 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 Regulati-
ons 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, o-
pinions 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 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 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 advi-
sers 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 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 above-mentioned 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
ARCTIC PAPER SA ANNUAL REPORT 2025
32
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 above-men-
tioned 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 Remu-
neration 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
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 cur-
rent 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 Remunera-
tion 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 Com-
pany’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 pro-
per 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 fac-
tors (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 operatio-
nal 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.
ARCTIC PAPER SA ANNUAL REPORT 2025
33
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
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 GPW Listed Companies 2021” (herein-
after: “Best Practice”) that may be applied by companies listed at the Warsaw Stock Exchange and not the Swe-
dish 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 resolu-
tions, 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 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 pro-
posed to the Supervisory Board is published on the Company’s website with appropriate advance so that all share-
holders 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 per-
formed 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 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 bodies
The Supervisory Board, rather than the Shareholders’ Meeting, elects a Chair and a Deputy Chair from among its
members.
ARCTIC PAPER SA ANNUAL REPORT 2025
34
Procedures of the Company 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.
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 bodies, Company’s Articles of Associa-
tion, internal regulations and a summary of material differences between the Swedish and Polish approach to cor-
porate governance and shareholders’ rights is published on the Company’s website.
INFORMATION OF THE MANAGEMENT BOARD OF ARCTIC PAPER S.A. ON THE SELECTION OF
THE AUDITING COMPANY
Based on the statement of the Supervisory Board of Arctic Paper S.A. on the selection of the auditing firm to audit
the annual consolidated financial statements of the Arctic Paper Group and the annual separate financial state-
ments of the Company for the financial year ended on 31 December 2025 in accordance with the regulations and
on the basis of the statement received from PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzi-
alnością Audyt sp.k, it was decided to select PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzi-
alnością 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 Management Board of the Company informs that the selection of the auditing firm by the Supervisory Board
took place in accordance with the regulations and 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 the audit team complied with the criteria to issue an impartial and independent
report on the audit of the annual consolidated financial statements of the Company for the financial year ended on
31 December 2025, in compliance with the applicable laws, professional standards, and the principles of profes-
sional conduct.
The Management Board of the Company also informs that the applicable laws with regard to a change of the
audit firm and the key statutory auditor, as well as mandatory periods of grace have been complied with. The Arctic
Paper Group has a policy relating to the selection of the auditing company and a policy of the provision of services
that are not an audit by the audit firm, entities related to the audit firm or a member of its group, including services
that are not covered with the ban on being provided by audit firms.
Signatures of the Members of the Management Board
Position
First and last name
Date
Signature
President of the Management Board CEO
Michał Jarczyński
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board CFO
Katarzyna Wojtkowiak
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board
Vice President Sales and Marketing
Fabian Langenskiöld
21 April 2026
signed with a qualified electronic
signature
ARCTIC PAPER SA ANNUAL REPORT 2025
35
STATEMENTS OF THE MANAGEMENT BOARD
Accuracy and reliability of the presented reports
Members of the Management Board of Arctic Paper S.A. represent that to the best of their knowledge:
•
the financial statements of Arctic Paper S.A. for the year ended on 31 December 2025 and the comparable data
were prepared in compliance with the applicable accounting principles and they reflect Company’s economic
and financial condition and its financial result for 2025 in a true, reliable and clear manner;
•
the Management Board’s report on the activities of Arctic Paper S.A. in 2025 gives a true picture of the develop-
ment, achievements and situation of Arctic Paper S.A., including a description of the main threats and risks.
Signatures of the Members of the Management Board
Position
First and last name
Date
Signature
President of the Management Board CEO
Michał Jarczyński
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board CFO
Katarzyna Wojtkowiak
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board
Vice President Sales and Marketing
Fabian Langenskiöld
21 April 2026
signed with a qualified electronic
signature
ARCTIC PAPER SA ANNUAL REPORT 2025
36
2025 ANNUAL REPORT
ARCTIC PAPER S.A
Financial Statements
Of Arctic Paper SA
For The Year Ended 31
December 2025
2025 ANNUAL REPORT ARCTIC PAPER SA
37
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
SEPARATE FINANCIAL STATEMENTS
Separate statement of profit or loss
Note
Year ended
31 December 2025
Year ended
31 December 2024
Continuing operations
Revenue from sales of services
3.1.
15 432
15 180
Interest income on loans
3.1.
2 816
2 580
Dividend income
3.1.
45 243
106 097
Sales revenue
3.1.
63 491
123 857
Costs of sales of logistics services
3.2.4.
(8 546)
(8 212)
Borrowing costs
(3 811)
(4 891)
Gross profit/(loss) on sales
51 134
110 754
Other operating income
753
154
Administrative expenses
3.2.4.
(24 776)
(22 970)
Impairment losses on assets
3.2.1.
(424)
104 343
Other operating expenses
(143)
(257)
Operating profit/(loss)
26 544
192 024
Finance income
3.2.2.
7 192
7 362
Finance costs
3.2.3.
(13 673)
(5 755)
Gross profit/(loss)
20 063
193 631
Income tax
3.3.
(4 011)
3 661
Net profit/(loss) from continuing operations
16 052
197 292
Net profit/(loss) for the reporting period
16 052
197 292
2025 ANNUAL REPORT ARCTIC PAPER SA
38
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
Separate statement of comprehensive income
Note
Year ended
31 December 2025
Year ended
31 December 2024
Net profit/(loss) for the reporting period
16 052
197 292
Items to be reclassified to profit/(loss) in future reporting periods:
Measurement of financial instruments
5.1, 5.2.
(1 331)
(2 111)
Deferred tax on the measurement of financial instruments
253
401
Foreign exchange differences on translation of foreign operations
4.6.2.
(408)
433
Other comprehensive income
(1 486)
(1 276)
Total comprehensive income
14 566
196 016
2025 ANNUAL REPORT ARCTIC PAPER SA
39
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
Separate statement of financial position
Note
As at
31 December 2025
As at
31 December 2024
ASSETS
Non-current assets
Property, plant and equipment
945
1 174
Intangible assets
1 470
1 319
Investments in subsidiaries and joint ventures
4.1.1.
1 142 283
1 070 752
Other financial assets
4.2.
44 114
51 218
Deferred tax
3.3.3.
1 463
5 739
1 190 275
1 130 202
Current assets
Trade and other receivables
4.3.
20 755
17 606
Income tax receivables
3 463
6 118
Other financial assets
4.2.
14 787
197
Other non-financial assets
4.4.
12 082
10 349
Cash and cash equivalents
4.5.
19 660
176 985
70 747
211 256
TOTAL ASSETS
1 261 022
1 341 458
2025 ANNUAL REPORT ARCTIC PAPER SA
40
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
Note
As at
31 December 2025
As at
31 December 2024
EQUITY AND LIABILITIES
Equity
Share capital
4.6.1.
69 288
69 288
Supplementary capital
4.6.3.
625 736
625 736
Other reserves
4.6.4.
332 802
136 588
Foreign exchange differences on translation
4.6.2.
2 164
2 571
Retained earnings / Accumulated losses
4.6.5.
(50 720)
130 520
979 269
964 703
Non-current liabilities
Interest-bearing loans and borrowings
4.7.
31 722
38 602
Deferred tax liability
3.3.3.
2 333
2 961
34 055
41 563
Current liabilities
Loan payables
4.7.
219 487
304 269
Trade payables
4.8.1.
16 715
17 829
Other financial liabilities
4.8.2.
0
17
Other current liabilities
4.8.
8 172
9 274
Employee benefit liabilities
3 212
3 803
Income tax liability
111
-
247 698
335 192
Total liabilities
281 753
376 755
TOTAL EQUITY AND LIABILITIES
1 261 022
1 341 458
2025 ANNUAL REPORT ARCTIC PAPER SA
41
Separate statement of cash flows
Note
As at
31 December 2025
As at
31 December 2024
Cash flows from operating activities
Gross profit/(loss)
20 063
193 631
Adjustments for:
Depreciation/amortisation
3.2.5.
434
423
Foreign exchange gains/(losses)
(3 736)
736
Impairment of investments
4.1.2.
-
(104 775)
Net interest and dividends
2 736
3 764
Profit/(loss) from investing activities
(123)
(30)
Change in receivables and other non-financial assets
(4 881)
(4 104)
Change in liabilities excluding loans and borrowings and other financial liabilities
(2 805)
7 521
Income tax
2 656
(5 491)
Change in cash-pooling liabilities
4.7.
(94 935)
(73 467)
Change in loans granted to subsidiaries
4.2.1.
(8 817)
(20 651)
Interest received on loans granted and cash-pooling
3 014
1 966
Interest paid under cash-pooling
(3 811)
(4 891)
Other
5 772
(226)
Net cash flows from operating activities
(84 433)
(5 596)
Cash flows from investing activities
Sale of property, plant and equipment and intangible assets
123
178
Purchase of property, plant and equipment and intangible assets
(359)
(708)
Increase in investments in subsidiaries
(71 531)
(5 000)
Net cash flows from investing activities
(71 766)
(5 530)
Cash flows from financing activities
Repayment of leasing liabilities
(17)
(38)
Repayment of loans and borrowings
4.7.
(42 933)
(28 784)
Change in working capital facilities
28 696
-
Loans received
4.7.
12 789
24 869
Interest paid
(2 469)
(1 817)
Dividends paid
3.5.
-
(69 288)
Net cash flows from financing activities
(3 935)
(75 058)
Cash and cash equivalents at the beginning of the period
4.5.
176 985
264 150
Change in cash and cash equivalents
(160 136)
(86 184)
Net foreign exchange differences
2 811
(981)
Cash and cash equivalents at the end of the period
4.5.
19 660
176 985
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
2025 ANNUAL REPORT ARCTIC PAPER SA
42
The accounting policies and additional notes included on pages
from 43 to 75 form an integral part of these financial statements.
(unless specified otherwise, all amounts are in PLN ‘000)
Separate statement of changes in equity
Note
Share capital
Supplementary ca-
pital
Foreign exchange
differences on
translation of in-
vestments in for-
eign entities
Other reserves
Retained earnings
/ Accumulated los-
ses
Total
As at 1 January 2025
69 288
625 736
2 571
136 588
130 520
964 703
Net profit/(loss) for the period
-
-
-
-
16 052
16 052
Other comprehensive income for the period
-
-
(408)
(1 078)
-
(1 486)
Total comprehensive income for the period
-
-
(408)
(1 078)
16 052
14 566
Profit distribution
4.6.3.
-
-
197 292
(197 292)
-
Dividend distribution
-
-
-
-
-
As at 31 December 2025
69 288
625 736
2 164
332 802
(50 720)
979 269
Note
Share capital
Supplementary ca-
pital
Foreign exchange
differences on
translation of in-
vestments in for-
eign entities
Other reserves
Retained earnings
/ Accumulated los-
ses
Total
As at 1 January 2024
69 288
443 808
2 138
138 298
184 444
837 975
Net profit/(loss) for the period
-
-
-
-
197 292
197 292
Other comprehensive income for the period
-
-
433
(1 710)
-
(1 276)
Total comprehensive income for the period
-
-
433
(1 710)
197 292
196 016
Profit distribution
-
181 928
-
-
(181 928)
-
Dividend distribution
-
-
-
-
(69 288)
(69 288)
As at 31 December 2024
69 288
625 736
2 571
136 588
130 520
964 703
2025 Annual Report ARCTIC PAPER S.A
43
(unless specified otherwise, all amounts are in PLN ‘000).
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
1. General information
1.1. Name, registered office, scope of business activity
The financial statements of Arctic Paper S.A cover the year ended on 31 December 2025 and contain comparative
data for the year ended on 31 December 2024. These financial statements include the financial data of Arctic Pa-
per S.A. (head office) and its Swedish branch independently preparing its financial statements in SEK.
Arctic Paper S.A. (hereinafter: (“Company”, “Entity”) is a joint stock company established by notarial deed on 30
April 2008 whose shares are publicly traded. The Company’s registered office is located in Kostrzyn nad Odrą, ul.
Fabryczna 1. The Company also has a foreign branch in Göteborg, Sweden.
The Company is entered in the register of entrepreneurs of the National Court Register maintained by the Dis-
trict Court in Zielona Góra – 8th Commercial Division of the National Court Register, under KRS number
0000306944. The Company holds statistical number REGON 080262255. The Company was established for an
indefinite period.
The main area of the Company’s business activity is holding activity for the benefit of the Arctic Paper Group.
Nemus Holding AB is the Company’s direct parent company. Nemus Holding AB is also the ultimate parent
company preparing the consolidated financial statements.
1.2. Identification of the separate financial statements
The Company has prepared separate financial statements for the year ended 31 December 2025, which were au-
thorised for issue on 21 April 2026.
1.3. Composition of the Company’s Management Board
As at 31 December 2025, the Company’s Management Board was composed of:
•
Michał Jarczyński – President of the Management Board appointed on 10 December 2018, with effect from 1
February 2019;
•
Katarzyna Wojtkowiak – Member of the Management Board appointed on 29 May 2023;
•
Fabian Langenskiöld – Member of the Management Board appointed on 14 August 2023.
There have been no changes to the composition of the Company up to the date of this report.
1.4. Approval of the financial statements
These financial statements were authorised for issue by the Management Board on 21 April 2026.
1.5. Investments by the Company
The Company holds interests in the following subsidiaries:
2025 Annual Report ARCTIC PAPER S.A
44
(unless specified otherwise, all amounts are in PLN ‘000).
Unit
Registered office
Business activity
31.12.2025
31.12.2024
Arctic Paper Kostrzyn SA
Poland, Fabryczna 1,
66-470 Kostrzyn nad Odrą
Paper production
100%
100%
Arctic Paper Munkedals AB
Sweden, SE 455 81 Munkedal
Paper production
100%
100%
Arctic Paper UK Limited
United Kingdom, 8 St Thomas Street
SE1 9RR Londyn
Trading company
100%
100%
Arctic Paper Baltic States SIA
Latvia, K. Valdemara iela 33-20,
Riga LV-1010
Trading company
100%
100%
Arctic Paper Deutschland GmbH
Germany, Am Sandtorkai 71, D-20457 Ham-
burg
Trading company
100%
100%
Arctic Paper Benelux SA
Belgium, Interleuvenlaan 62 bus 14,
B-3001 Heverlee
Trading company
100%
100%
Arctic Paper Schweiz AG
Switzerland, Gutenbergstrasse 1,
CH-4552 Derendingen
Trading company
100%
100%
Arctic Paper Italia srl
Italy, Via Chiaravalle 7, 20 122 Mediolan
Trading company
100%
100%
Arctic Paper Danmark A/S
Denmark, Korskildelund 6
DK-2670 Greve
Trading company
100%
100%
Arctic Paper France SAS
France, 30 rue du Chateau des Rentiers,
75013 Paris
Trading company
100%
100%
Arctic Paper Espana SL
Spain, Avenida Diagonal 472-474,
9-1 Barcelona
Trading company
100%
100%
Arctic Paper Papierhandels GmbH
Austria, Hainburgerstrasse 34A,
A-1030 Wiedeń
Trading company
100%
100%
Arctic Paper Polska Sp. z o.o.
Poland, Okrężna 9,
02-916 Warszawa
Trading company
100%
100%
Arctic Paper Norge AS
Norway, Eikenga 11-15,
NO-0579 Oslo
Trading company
100%
100%
Arctic Paper Sverige AB
Sweden, SE 455 81 Munkedal
Trading company
100%
100%
Arctic Power Sp. z o.o. (wcześniej Arctic Pa-
per East Sp. Z o.o.)
Poland, Fabryczna 1,
66-470 Kostrzyn nad Odrą
Energy projects
100%
100%
Arctic Paper Investment GmbH
Germany, Am Sandtorkai 71, D-20457 Ham-
burg
Holding activities
100%
100%
Arctic Paper Investment AB **
Sweden, Box 383, 401 26 Göteborg
Holding activities
100%
100%
Kostrzyn Packaging Sp. z o.o.
Poland, ul. Fabryczna 1,
66-470 Kostrzyn nad Odrą
Production of packa-
ging
50,00%
50%
Rottneros AB
Sweden, Box 144, Sunne
Holding activities
55,02%
51,27%
Arctic Paper Fiber Solutions, INC.*
USA, Corporation Trust Center
1209 Orange Street, City of Wilmington,
County of New Castle State of Delaware
19801
Trading company
100,00%
nd
* Arctic Paper Fiber Solutions, INC. At the balance sheet date, capital contributions had not been made. Arctic Paper S.A holds 100% of the shares.
As at 31 December 2025 and as at 31 December 2024, the share in the overall number of votes held by the Com-
pany in its subsidiaries was equal to the share of the Company in the share capital of those entities.
On 22 July 2025, the Management Board became aware of the results of the issue of new shares in Rottneros
AB, including the allotment to the Company of shares under pre-emptive rights and an additional 10,000,000 new
shares (8.7% of the offered shares) under the subscription of 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
2025 Annual Report ARCTIC PAPER S.A
45
(unless specified otherwise, all amounts are in PLN ‘000).
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.
During the reporting period, the Company established a new subsidiary in the United States – Arctic Paper Fiber
Solutions, Inc. In connection with the establishment of the entity, a resolution was passed to issue 1,000 shares to
Arctic Paper S.A. However, as at the balance sheet date, the cash contribution corresponding to this issue had not
yet been made. The parent company holds 100% of the shares in the capital of the subsidiary.
2. Accounting principles
2.1. Basis of preparation of the financial statements
These financial statements have been prepared on the historical cost basis except for derivative financial instru-
ments, which are measured at fair value.
These separate financial statements are presented in Polish zloty (“PLN”) and all values are disclosed in PLN
thousand unless specified otherwise.
These separate financial statements have been prepared based on the assumption that the Company will con-
tinue as a going concern in the foreseeable future.
As at the publication date hereof, no circumstances were identified that would pose a threat to the Company
continuing as a going concern.
2.2. Compliance statement
These financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”), endorsed by the European Union. IFRS comprise standards and interpretations approved by the Interna-
tional Accounting Standards Board (the “IASB”).
2.3. Functional currency and presentation currency
The Polish zloty (PLN) is the functional currency and the presentation currency of the Company in these financial
statements.
2.4. Changes in applied accounting policies
The accounting policies applied in the preparation of the financial statements are consistent with those applied in
the preparation of the Company’s financial statements for the year ended on 31 December 2024.
The Company did not decide to adopt earlier other standards, interpretations or amendments that were issued but
are not yet effective for periods commencing on 1 January 2025.
2.5. New and amended standards and interpretations applied
The following new standards and amendments to existing standards, which become effective in 2025, have been
applied for the first time in these financial statements:
a) IAS 21 “The Effects of Changes in Foreign Exchange Rates”
In August 2023 the Board published amendments to IAS 21 “The Effects of Changes in Foreign Exchange
Rates”. The changes introduced are intended to make it easier for entities to determine whether a currency is con-
vertible into another currency and to estimate the spot exchange rate when a currency is not convertible. In addi-
tion, the amendments to the standard require additional disclosures in the case of non-convertibility on how the
alternative exchange rate was determined.
These changes have no impact on these financial statements.
2.6. New standards and interpretations that have been published and are not yet effective
In these separate financial statements, the Company has not decided to early adopt the following published stand-
ards, interpretations or amendments to existing standards before their effective date:
a) Amendments to IFRS 10 and IAS 28 on the sale or contribution of assets between an investor and its associates
or joint ventures. The amendments resolve the current inconsistency between IFRS 10 and IAS 28. The account-
ing treatment depends on whether the non-monetary assets sold or contributed to the associate or joint venture
constitute a “business”. Where non-monetary assets constitute a “business”, the investor shows a full profit or
loss on the transaction. If the assets do not meet the definition of a business, the investor recognises a gain or
loss only to the extent of the interests held by other investors.
b) IFRS 18 “Presentation and Disclosures in Financial Statements”. In April 2024, the Board published the new
standard IFRS 18 “Presentation and Disclosures in Financial Statements”. The standard is intended to replace
IAS 1 – Presentation of Financial Statements and will be effective from 1 January 2027. The changes to the
2025 Annual Report ARCTIC PAPER S.A
46
(unless specified otherwise, all amounts are in PLN ‘000).
superseded standard mainly concern three issues: the statement of profit or loss, required disclosures about
performance measures and issues related to the aggregation and disaggregation of information contained in fi-
nancial statements. The published standard will be effective for financial statements for periods beginning on or
after 1 January 2027.
c) IFRS 19 “Subsidiaries without Public Accountability”. In May 2024, the Board issued a new accounting standard,
IFRS 19, which can be adopted by certain subsidiaries applying IFRS accounting standards to improve the effec-
tiveness of disclosures in their financial statements. The new standard introduces simplified and limited disclosure
requirements. As a result, the qualifying subsidiary applies the requirements of other IFRS accounting standards
with the exception of the disclosure requirements and instead applies the limited disclosure requirements of IFRS
19. Eligible subsidiaries are entities that are not subject to so-called public accountability as defined in the new
standard. In addition, IFRS 19 requires the ultimate or intermediate parent of the entity to prepare publicly avail-
able consolidated financial statements in accordance with IFRS Accounting Standards. Eligible entities may
choose to apply the guidance of the new IFRS 19 for financial statements prepared for periods beginning on or
after 1 January 2027.
d) Amendments to IFRS 19 “Subsidiaries without public accountability: disclosure of information. In August 2025 the
Board published amendments to IFRS 19 to support qualifying subsidiaries by reducing the disclosure require-
ments for standards and amendments to standards issued between February 2021 and May 2024.The amend-
ments include the following standards: IFRS 18: Presentation and Disclosures in Financial Statements;
Amendments to IAS 7 and IFRS 7 – Supplier Financing Arrangements; Amendments to IAS 12 – International
Tax Reform; Amendments to IAS 21 – Non-convertibility of Currencies; Amendments to IFRS 9 and IFRS 7 –
Classification and Measurement of Financial Instruments. With these changes, IFRS 19 incorporates all updates
to IFRS standards that will be effective from 1 January 2027, the effective date of IFRS 19.
e) Amendments to IAS 21 “The effects of changes in foreign exchange rates – translation into the presentation
currency in a hyperinflationary environment”. The International Accounting Standards Board (IASB) announced
in November 2025 amendments that clarify how companies should convert financial statements from non-hyper-
inflationary currency to hyperinflationary currency. These narrow scope changes aim to improve the usability of
the information obtained in a cost-effective manner. Developed in response to stakeholder feedback, the changes
are intended to reduce diversity of practice and provide a clearer basis for reporting in a hyperinflationary currency.
The amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” will be effective for annual
periods beginning 1 January 2027. The Company may apply the amendments earlier.
f) Changes in the classification and measurement of financial instruments – Amendments to IFRS 9 and IFRS 7. In
May 2024, the IASB published amendments to IFRS 9 and IFRS 7 to:
•
clarify the recognition and derecognition dates for certain financial assets and liabilities, with an exemption
for certain financial liabilities settled through electronic funds transfer;
•
clarify and add further guidance on assessing whether a financial asset meets the SPPI criteria;
•
add new disclosures for certain instruments whose contractual terms may alter cash flows; and
•
update disclosures on equity instruments measured at fair value through other comprehensive income
(FVOCI).
The published amendments are effective for financial statements for periods beginning on or after 1 January 2026.
g) Annual Improvements to IFRS. “Annual Improvements to IFRS” introduces changes to the standards: IFRS 1
“First-time Adoption of International Financial Reporting Standards”, IFRS 7 “Financial Instruments: Disclosures”,
IFRS 9 “Financial Instruments”, IFRS 10 “Consolidated Financial Statements” and IAS 7 “Statement of Cash
Flows”. The amendments provide clarifications and clarify the standards’ guidance on recognition and measure-
ment. The published amendments are effective for financial statements for periods beginning on or after 1 January
2026.
h) Amendments to IFRS 9 and IFRS 7 “Contracts relating to energy that depends on natural factors”. In December
2024, the Board published the amendments to help companies better recognise the financial effects of contracts
relating to natural dependent electricity, which are often in the form of power purchase agreements (PPAs). The
current guidance may not fully capture the impact of these contracts on the company’s performance. To enable
companies to better reflect these contracts in their financial statements, the Board has amended IFRS 9 Financial
Instruments and IFRS 7 Financial Instruments: disclosures. These changes include:
•
clarifying the application of the “own use” criterion;
•
allowing hedge accounting where these contracts are used as hedging instruments;
2025 Annual Report ARCTIC PAPER S.A
47
(unless specified otherwise, all amounts are in PLN ‘000).
•
adding new disclosures to enable stakeholders to understand the impact of these contracts on financial per-
formance and cash flow
The published amendments are effective for financial statements for periods beginning on or after 1 January 2026.
i) IFRS 14 “Regulatory Accruals and deferred income” This standard allows entities that prepare their financial
statements in accordance with IFRS for the first time (on or after 1 January 2016) to recognise amounts arising
from price-regulated activities in accordance with existing accounting policies. To improve comparability, with
entities that already apply IFRS and do not report such amounts, under published IFRS 14, amounts arising from
regulated price activities should be presented as a separate line item in both the statement of financial position
and the income statement and statement of other comprehensive income. By a decision of the European Union,
IFRS 14 will not be endorsed.
The Company has not opted for early application of any standard, interpretation or amendment that has been pub-
lished but is not yet effective under European Union legislation.
2.7. Foreign currency translation
Swedish krona is the functional currency of the Company’s foreign branch. As at the balance sheet date, assets
and liabilities of the branch are translated into the presentation currency of the Company using the foreign ex-
change rate prevailing on that date and its statement of profit or loss is translated using a weighted average foreign
exchange rate for the reporting period.
The foreign exchange differences arising from the translation are recognised in other comprehensive income
and accumulated in a separate item of equity – foreign exchange differences on translation.
Transactions denominated in currencies other than Polish zloty are translated to Polish zloty at the foreign ex-
change rate prevailing on the transaction date.
As at the balance sheet date, assets and monetary liabilities expressed in currencies other than Polish zloty are
translated into Polish zloty using the National Bank of Poland’s mean foreign exchange rate prevailing for the given
currency as at the end of the reporting period.
Foreign exchange differences resulting from translation are recognised under finance income (costs), or – in
cases defined in the accounting policies – are capitalised in assets. Non-monetary foreign currency assets and
liabilities recognised at historical cost in foreign currency are translated at the historical foreign exchange rates
prevailing on the transaction date. Non-monetary foreign currency assets and liabilities recognised at fair value in
foreign currency are translated using the foreign exchange rates prevailing as at the date of fair value measure-
ment.
The following exchange rates were adopted for balance sheet valuation purposes:
31 December 2025
31 December 2024
USD
3,6016
4,1012
EUR
4,2267
4,2730
SEK
0,3908
0,3731
DKK
0,5659
0,5730
NOK
0,3577
0,3624
GBP
4,8399
5,1488
CHF
4,5390
4,5371
2025 Annual Report ARCTIC PAPER S.A
48
(unless specified otherwise, all amounts are in PLN ‘000).
01/01 - 31/12/2025
01/01 - 31/12/2024
USD
3,7588
3,9799
EUR
4,2402
4,3065
SEK
0,3833
0,3768
DKK
0,5681
0,5774
NOK
0,3619
0,3705
GBP
4,9503
5,0868
CHF
4,5255
4,5231
A SEK/PLN exchange rate of 0.3908 was used to convert the assets and liabilities of the foreign branch at 31 De-
cember 2025 (31 December 2024: 0.3731). A SEK/PLN exchange rate of 0.3833 was used to translate items in
comprehensive income for the year ended 31 December 2025 (for the year ended 31 December 2024: 0.3768)
representing the arithmetic average of the NBP exchange rates in 2025.
2.8. Material values based on professional judgement and estimates
The preparation of separate financial statements in accordance with IFRS requires certain assumptions, estimates
and judgements to be made that affect the accounting policies adopted and the amounts reported in the separate
financial statements. Assumptions and estimates are based on past experience and other factors, including predic-
tions of future events that seem reasonable in a given situation. The resulting accounting estimates will, by defini-
tion, rarely coincide with the actual results. Accounting estimates and judgements are subject to regular review.
Significant accounting principles and significant values based on judgements and estimates are presented as
part of the individual notes to the separate financial statements.
3. Notes to the separate statement of profit or loss and other comprehensive income
3.1. Revenue
Significant accounting principles (policies)
PROVISION OF SERVICES
The Company recognises revenue when the performance obligation is fulfilled (or in the process of being fulfilled)
by transferring the promised good or service to the customer. With regard to contracts for continuing services, un-
der which the Company has the right to receive from the customer an amount of remuneration that corresponds
directly to the value to the customer of the service provided to date, the Company recognises revenue at the
amount it is entitled to invoice.
Arctic Paper S.A. is a holding company. The company provides services to companies in the Group and these
are mainly consulting and logistics services. Revenue is recognised over time as services are provided. Since the
Company is entitled to receive remuneration from customers in an amount that corresponds directly to the value to
the customers of the service already rendered by the entity, the Company recognises revenue in the amount that it
is entitled to invoice.
INTEREST
Interest income is recognised as interest accrues (using the effective interest rate method that is the rate that dis-
counts the estimated future cash receipts over the anticipated life of the financial instrument) to the net carrying
amount of the financial asset. Within revenue from its principal operating activities, the Company recognises inter-
est exclusively on loans and cash pooling arrangements granted to related entities (as opposed to interest on de-
posits and other interest related to financing activities, which is presented within finance income).
DIVIDEND
Dividends are recognised when the shareholders’ rights to receive dividend are established.
SALES REVENUE
The table below presents a geographical split of revenue from sales of services, revenue from contracts with cus-
tomers as well as dividend and interest income in 2024-2025.
2025 Annual Report ARCTIC PAPER S.A
49
(unless specified otherwise, all amounts are in PLN ‘000).
Year ended
31 December 2025
Year ended
31 December 2024
Rrevenue from contracts with customers
– Poland
4 206
4 155
– Sweden
11 226
11 026
15 432
15 180
Other income (dividends and interest)
– Poland
42 794
92 188
– Sweden
1 247
16 489
– other
4 018
-
48 059
108 677
Total
63 491
123 857
The above information about revenue is based on data regarding registered offices of subsidiaries of Arctic Paper
S.A.
Service revenue (management, logistics) represents revenue recognised over time. The Company usually ap-
plies a 14- or 21-day payment term, and does not receive advance payments.
3.2. Other income and costs
3.2.1. Impairment losses on assets
Year ended
31 December 2025
Year ended
31 December 2024
Impairment loss on financial assets (Arctic Paper Mochenwangen GmbH)
(424)
(432)
Reversal of impairment loss on investments (Arctic Paper Investment AB)
-
104 775
Total
(424)
104 343
3.2.2. Finance income
Year ended
31 December 2025
Year ended
31 December 2024
Interest income on funds in bank accounts
1 660
4 340
Financial services
5 532
3 022
Total
7 192
7 362
2025 Annual Report ARCTIC PAPER S.A
50
(unless specified otherwise, all amounts are in PLN ‘000).
3.2.3. Finance costs
Year ended
31 December 2025
Year ended
31 December 2024
Interest on loans and other liabilities
1 301
1 134
Foreign exchange losses
1 025
619
Warranty costs
3 446
3 112
Finance costs related to the settlement of the loan
5 897
-
Other finance costs
2 004
890
Total
13 673
5 755
3.2.4. Prime costs
Year ended
31 December 2025
Year ended
31 December 2024
Depreciation/amortisation
434
423
Materials
222
167
Third party services
16 180
15 619
Taxes and charges
261
225
Wages and salaries
12 039
11 358
Employee benefits
2 051
1 980
Other prime costs
2 135
1 411
33 322
31 182
Interest not recognised in costs by type
3 811
4 891
Total
37 132
36 074
3.2.5. Depreciation/amortisation
Year ended
31 December 2025
Year ended
31 December 2024
Depreciation of property, plant and equipment
420
410
Depreciation of intangible assets
14
12
434
423
Attributable to:
– continuing operations
434
423
3.2.6. Employee benefit costs
Year ended
31 December 2025
Year ended
31 December 2024
Wages and salaries
12 039
11 358
Social insurance premiums
2 051
1 980
Total
14 090
13 338
2025 Annual Report ARCTIC PAPER S.A
51
(unless specified otherwise, all amounts are in PLN ‘000).
3.3. Income tax
From 1 January 2022, the Company is part of the Arctic Paper Tax Group (PGK). The Tax Group was concluded
for a period of three fiscal years starting from 1 January 2022. PGK comprises Arctic Paper S.A. as the parent com-
pany and Arctic Paper Kostrzyn S.A. as a subsidiary. At the end of 2024, the Tax Group amended the agreement
to extend the life of the group indefinitely. The PGK agreement was notified by Arctic Paper S.A., designated as the
parent company of the Arctic Paper Tax Group, at the First Mazovian Tax Office.
Significant accounting principles (policies)
CURRENT TAX
Current income tax liabilities and receivables for the current period and previous periods are measured at amounts
projected to be paid to tax authorities in Poland and Sweden (to be recovered from tax authorities) with tax rates
and based on tax regulations legally or actually applicable as at the balance sheet date.
DEFERRED TAX
For financial reporting purposes, deferred tax is recognised, using the liability method, regarding temporary differ-
ences as at the balance sheet date between the tax value of assets and liabilities and their carrying amount dis-
closed in the financial statements.
A deferred tax liability is recognised in respect of all taxable temporary differences.
Deferred tax assets are recognised in respect of all deductible temporary differences, as well as unused tax
credits and unused tax losses carried forward, to the extent that it is probable that taxable profit will be available
against which such differences, assets and losses can be utilised.
The carrying amount of the deferred tax asset is reviewed as at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised. Unrecognised deferred tax asset is reassessed as at each balance sheet date and is recog-
nised to the extent that it has become probable that future taxable profit will be available that will allow the deferred
tax asset to be recovered.
Deferred tax assets and deferred tax liabilities are measured using the tax rates in Poland and Sweden that are
expected to apply in the period when the asset is realised or the liability is released, based on tax rates (and tax
laws) in force at the balance sheet date or those that are certain to apply in the future at the balance sheet date.
Income tax relating to items recognised outside profit or loss is recognised outside profit or loss: in other com-
prehensive income in correlation items recognised in other comprehensive income or directly in equity with refer-
ence to items recognised directly in equity.
Deferred tax asset and deferred tax liability are offset, if a legally enforceable right exists to set off current in-
come tax asset against current income tax liability and the deferred tax relates to the same taxable entity and the
same tax authority.
3.3.1. Income tax expense
The major components of income tax liabilities for the year ended on 31 December 2025 and on 31 December
2024 are as follows:
Year ended
31 December 2025
Year ended
31 December 2024
Current income tax expense
(111)
(3)
Deferred tax
(3 900)
3 664
Tax charge disclosed in the statement of profit or loss
(4 011)
3 661
3.3.2. Reconciliation of the effective tax rate
A reconciliation of income tax expense applicable to gross profit/(loss) before income tax at the statutory income
tax rate, to income tax expense at the Company’s effective income tax rate for the year ended on 31 December
2025 and 31 December 2024 is as follows:
2025 Annual Report ARCTIC PAPER S.A
52
(unless specified otherwise, all amounts are in PLN ‘000).
Year ended
31 December 2025
Year ended
31 December 2024
Gross profit/(loss) before tax from continuing operations
20 063
193 631
Tax at the statutory rate in Poland of 19%
(3 812)
(36 790)
Dividend income
8 596
20 158
Impact of measuring loans at amortised cost on interest expense
-
532
Adjustments for interest booked and not paid
240
Costs that are permanently non-tax deductible
(194)
(84)
Unrecognised tax losses
(4 719)
-
Unrealised exchange rate differences
(18)
-
Adjustment of income tax from previous years
(4 410)
19
Unrecognised other income/transition costs
386
-
Impairment losses on investments and loans
(81)
19 825
Income tax (charge) recognised in profit or loss
(4 011)
3 661
3.3.3. Deferred tax
Deferred tax relates to the following items:
31 December 2025
31 December
2024
Year ended
31 December 2025
Year ended
31 December 2024
Deferred tax liability
Valuation of loans at amortised cost
-
1 166
(1 166)
614
Foreign exchange gains
2 333
1 532
801
424
Amortisation of right-of-use assets
-
10
(10)
-
IRS valuation
-
253
(253)
253
Gross deferred tax liability
2 333
2 961
(628)
1 291
Deferred tax asset is recognised for tax losses carried forward to the extent that realisation of the related tax bene-
fit through future taxable profit is probable.
2025 Annual Report ARCTIC PAPER S.A
53
(unless specified otherwise, all amounts are in PLN ‘000).
Balance sheet
Profit and loss
31 December 2025
31 December 2024
Year ended
31 December 2025
Year ended
31 December 2024
Deferred tax asset
Uninvoiced liabilities and holiday and salary provisions
1 100
1 206
106
56
Accrued interest on loans received and bonds
313
100
(213)
(100)
tax loss asset
-
4 237
4 237
(4 237)
Other
50
196
145
(174)
Gross deferred tax assets
1 463
5 739
4 274
(4 455)
Deferred tax expense
-
-
3 019
(1 873)
Net deferred tax liability recognised in other comprehensive in-
come
31 December 2025
31 December 2024
Year ended
31 December 2025
Year ended
31 December 2024
of which:
Measurement of financial instruments
253
401
253
894
Deferred tax asset is recognised for tax losses carried forward to the extent that realisation of the related tax bene-
fit through future taxable profit is probable.
A deferred tax asset has not been recognised:
•
for tax losses and deductible temporary differences, as it is unlikely that taxable profit will be available to utilise
the tax benefits associated with them;
•
for impairment losses on investments in subsidiaries, as it is not likely that the temporary differences will reverse
in the foreseeable future.
Tax losses for which deferred tax have not been recognised expire in the years 2026-2030.
2025
2025
2024
2024
Gross value
Tax effect
Gross value
Tax effect
Impairment losses on investments in subsidiaries
(133 663)
(25 396)
(134 086)
(25 476)
Tax losses
32 709
6 215
12 869
6 682
(100 955)
(19 181)
(121 218)
(18 795)
3.4. Earnings/(loss) per share
Significant accounting principles (policies)
The Company does not have instruments that cause dilution of potential ordinary shares. Accordingly, diluted earn-
ings per share equals the Company’s basic earnings per share and is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary shares during the year.
The information regarding profit and the number of shares which was the base for calculation of earnings per share
and diluted earnings per share is presented below:
2025 Annual Report ARCTIC PAPER S.A
54
(unless specified otherwise, all amounts are in PLN ‘000).
Year ended
31 December 2025
Year ended
31 December 2024
Net profit/(loss) for the reporting period
16 052
197 292
Number of ordinary shares – A series
50 000
50 000
Number of ordinary shares – B series
44 253 500
44 253 500
Number of ordinary shares – C series
8 100 000
8 100 000
Number of ordinary shares – E series
3 000 000
3 000 000
Number of ordinary shares – F series
13 884 283
13 884 283
Total number of shares
69 287 783
69 287 783
Weighted average number of shares
69 287 783
69 287 783
Weighted average diluted number of shares
69 287 783
69 287 783
Profit per share (in PLN)
0,23
2,85
Diluted profit per share (in PLN)
0,23
2,85
3.5. Dividends paid and proposed
Significant accounting principles (policies)
Dividend payments to shareholders are recognised as a liability in the Company’s separate financial statements in
the period in which shareholder approval occurs.
Dividends are paid based on the net profit disclosed in the separate annual financial statements of Arctic Paper
S.A. after covering losses carried forward from the previous years.
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 decided to recommend to the Ordinary General Meeting to allocate the
Company’s net profit for 2024 in the amount of PLN 197,291,617.02 (one hundred and ninety-seven million, two
hundred and ninety-one thousand, six hundred and seventeen zloty and two groszy) in its entirety to the Com-
pany’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 (in words: one hundred and ninety-seven million two hundred and ninety-one thousand six hundred
and seventeen zlotys and two grosze) to the Company’s reserve capital.
On 19 February 2026, the Management Board of Arctic Paper S.A. decided to temporarily suspend the applica-
tion of the dividend policy with respect to the payment of the dividend for 2025, adopted pursuant to the Manage-
ment Board resolution of 11 July 2022, and will not recommend to the Company’s General Meeting the payment of
a dividend.
4. Notes to the separate statement of financial position
4.1. Investments in subsidiaries
4.1.1. Investments in subsidiaries and joint ventures
Significant accounting principles (policies)
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries, associates and joint ventures are measured at historical cost less impairment losses.
2025 Annual Report ARCTIC PAPER S.A
55
(unless specified otherwise, all amounts are in PLN ‘000).
As at
31 December 2025
As at
31 December 2024
Arctic Paper Kostrzyn SA
442 535
442 535
Arctic Paper Munkedals AB
88 175
88 175
Rottneros AB
170 747
101 616
Arctic Paper Investment AB, of which:
390 567
390 567
Arctic Paper Investment AB (shares)
307 858
307 858
Arctic Paper Investment AB (loans)
82 709
82 709
Arctic Paper Investment GmbH
-
-
Arctic Paper Investment GmbH (shares)
120 031
120 031
Arctic Paper Investment GmbH (impairment loss)
(120 031)
(120 031)
Arctic Paper Sverige AB
2 936
2 936
Arctic Paper Sverige AB (shares)
11 721
11 721
Arctic Paper Sverige AB (impairment loss)
(8 785)
(8 785)
Arctic Paper Danmark A/S
2 947
2 947
Arctic Paper Danmark AB (shares)
5 539
5 539
Arctic Paper Danmark A/S (impairment loss)
(2 592)
(2 592)
Arctic Paper Deutschland GmbH
4 977
4 977
Arctic Paper Norge AS
516
516
Arctic Norge AS (shares)
3 194
3 194
Arctic Paper Norge AS (impairment loss)
(2 678)
(2 678)
Arctic Paper Italy srl
738
738
Arctic Paper UK Ltd.
522
522
Arctic Paper Polska Sp. z o.o.
406
406
Arctic Paper Benelux S.A.
387
387
Arctic Paper France SAS
326
326
Arctic Paper Espana SL
196
196
Arctic Paper Papierhandels GmbH
194
194
Arctic Paper Power Sp. z o.o. (formerly Arctic Paper East Sp. z o.o.)
10 000
7 600
Arctic Paper Baltic States SIA
64
64
Arctic Paper Schweiz AG
61
61
Kostrzyn Packaging Sp. z o.o.
25 990
25 990
Total
1 142 284
1 070 752
The value of investments in subsidiaries is measured at historical cost. In 2025, there was an additional payment to
the share capital of Arctic Power Sp. z o.o. in the amount of PLN 2,400 thousand and the purchase of shares in
Rottneros AB in the amount of PLN 69,131 thousand.
2025 Annual Report ARCTIC PAPER S.A
56
(unless specified otherwise, all amounts are in PLN ‘000).
4.1.2. Impairment of investments in subsidiaries
Significant estimates and judgements
The process of estimating the value in use required the application of a number of significant assumptions and
judgments, which have a material impact on the level of the estimated value. The key assumptions included, in
particular, forecast sales volumes, raw material prices, the level of operating costs, the applied discount rate, and
the growth rate in the residual period. These assumptions were determined based on the Management Board’s
best knowledge, historical financial data, current market conditions, and available economic forecasts.
Estimates relating to future cash flows and key valuation parameters are subject to uncertainty, as they are
based on unobservable inputs and assumptions regarding future events, which may differ from actual outcomes. In
particular, changes in market conditions, demand levels, raw material prices, as well as foreign exchange rates and
the cost of capital, may have a significant impact on future operating results and on the value in use of the invest-
ment.
Accordingly, the final results of the analysis are sensitive to changes in the assumptions applied, and actual
results may differ from the estimates made.
Impairment test of investments in subsidiaries
As at 31 December 2025, no indicators requiring impairment tests of investments in subsidiaries and joint ven-
tures were identified with respect to the shares in Arctic Paper Kostrzyn, Arctic Paper Munkedals and Arctic Paper
Grycksbo (the latter being directly and exclusively controlled by Arctic Paper Investment AB, in which the Parent
Company holds 100% of the shares).
As a result of the analysis performed, it was decided that an impairment test of the investment in the subsidiary
Rottneros AB was required. The need to perform an impairment test of the investment in Rottneros AB resulted
from the achievement of results lower than those expected by the Company’s Management, driven by market con-
ditions such as macroeconomic factors and lower demand in the pulp segment produced by Rottneros AB.
As at 31 December 2025, the Company performed an impairment test of its shares in Rottneros AB. The esti-
mated recoverable amount of the investment in Rottneros AB was determined as the value in use of Rottneros AB,
calculated using the discounted cash flow method as at 31 December 2025, and amounted to PLN 799,577 thou-
sand, while the carrying amount of the investment in Rottneros AB as at 31 December 2025 amounted to PLN
170,747 thousand. The impairment test did not indicate the need to recognise an impairment loss on this invest-
ment.
The key assumptions of the impairment test performed at 31 December 2025 are described below.
Key assumptions underlying the calculation of value in use
Main assumptions
2025
2024
Approved projections based on
2026-2030
2025-2029
Weighted average cost of capital (WACC)
10,9%
10,0 %
Growth rate in the residual period
0,0%
0,0%
exchange rate USD/SEK
9,45
-
The test conducted assumes that the Rottneros AB continue to operate during the residual period.
2025 Annual Report ARCTIC PAPER S.A
57
(unless specified otherwise, all amounts are in PLN ‘000).
The table below presents an analysis of an impairment test held on 31 December 2025:
Parameter
Average annual change of the parameter by
Impact on the value in
use of assets
Impact on the value in
use of assets
31 December 2025
Weighted Average Cost of Capital (WACC)
+1 p.p.
n/a
n/a
Growth rate in the residual period
+1 p.p.
n/a
n/a
exchange rate USD/SEK
+1 p.p.
n/a
n/a
Weighted Average Cost of Capital (WACC)
-1 p.p.
n/a
n/a
Growth rate in the residual period
-1 p.p.
n/a
n/a
exchange rate USD/SEK
-1 p.p.
n/a
n/a
In the case of other companies, no grounds for conducting an impairment test were identified.
4.2. Other financial assets
Significant accounting principles (policies)
FINANCIAL ASSETS
In compliance with IFRS 9, the Company classifies financial assets to one of the following categories:
•
measured at amortised cost: To measure its financial assets measured at amortised cost, the Group applies the
effective interest rate method; those are trade receivables, loans granted, other financial receivables and cash
and cash equivalents;
•
measured at fair value through profit or loss are mainly derivatives not designated for hedge accounting pur-
poses;
•
hedging financial instruments: Hedging financial instruments (interest rate swaps) are valued in accordance with
the hedge accounting principles recognised under IFRS 9.
The Company classifies financial assets to an appropriate category subject to the business model of managing
financial assets and to the characteristics of contractual cash flows for each financial asset. The Company classi-
fies financial assets as non-current and current.
The Company reports loans granted and interest on loans in the statement of cash flows under cash flows from
operating activities.
The Company considers a financial asset to be past due when it is more than 90 days past due.
The Company considers financial instruments to have a low credit risk if the instrument’s rating is within the so-
called “investment grade” – depending on the rating agency.
2025 Annual Report ARCTIC PAPER S.A
58
(unless specified otherwise, all amounts are in PLN ‘000).
Repayment date
As at
31 December 2025
As at
31 December 2024
Short-term
Loans granted to Arctic Paper Grycksbo AB
2024 *
-
140
– amount: EUR 8,400 thousand (accrued interest)
Loans granted to Arctic Paper Grycksbo AB
2030*
5 743
57
– amount: EUR 1,324 thousand (BIO25 loan and accrued interest)
Loan granted to Arctic Paper Power Sp. z o.o.
2026*
9 045
-
– amount: PLN 8,600 thousand (and accrued interest)
Loans granted to Arctic Paper Mochenwangen GmbH
29 711
29 288
– amount: EUR 6,643 thousand
Loan granted to Arctic Paper Investment GmbH
30 269
30 269
– amount: EUR 6,992 thousand
Impairment loss on assets
(59 980)
(59 557)
– applies to Arctic Paper Investment GmbH and Arctic Paper Mochenwangen GmbH
14 788
197
*the possibility of repayment on demand within 14 days
Repayment date
As at
31 December 2025
As at
31 December 2024
Long-term
Loans granted to Arctic Paper Grycksbo AB
2030*
31 722
24 869
– amount: EUR 7,505 thousand (BIO25 Loan)
Loan granted to Arctic Paper Power Sp. z o.o.
2026*
-
14 453
– amount: PLN 8,600 thousand + accrued interest
Loan granted to Kostrzyn Packaging Sp. z o.o.
2031*
11 384
10 565
amount: PLN 9,900 thousand + accrued interest
Loan granted to Kostrzyn Packaging Sp. z o.o.
2033*
1 007
-
amount: PLN 1,000 thousand + accrued interest
Loan granted to Arctic Paper Investment GmbH
4 286
4 286
– amount: EUR 990 thousand
Impairment loss on assets
(4 286)
(4 286)
– applies to Arctic Paper Investment GmbH
Measurement of financial instruments
-
1 331
Total other financial assets
58 901
51 415
2025 Annual Report ARCTIC PAPER S.A
59
(unless specified otherwise, all amounts are in PLN ‘000).
4.2.1. Change in loans in 2024
1.01.2025
Proceeds
Expenditure
Foreign
exchange dif-
ferences
Accrued in-
terest
Creation of an
allowance
31.12.2025
Arctic Paper Grycksbo AB
140
140
0
Arctic Paper Grycksbo AB Bio25
24 926
1 638
12 789
(338)
1 726
37 465
Kostrzyn Packaging Sp. z o.o.
10 565
1 000
826
12 391
Arctic Power Sp. z.o.o.
14 453
6 149
742
9 045
Arctic Paper Mochenwangen
424
(424)
4.3. Trade and other receivables
Significant accounting principles (policies)
Trade receivables are recognised and reported at the amounts originally invoiced, including an allowance for
doubtful debts. The allowance for receivables is estimated according to principles presented in note 7.1. The allow-
ance for doubtful receivables is estimated when collection of the full amount of the receivable is no longer probable.
If the effect of the time value of money is material, the value of receivables is determined by discounting the
estimated future cash flows to present value using a discount rate that reflects current market assessments of the
time value of money. If the discounting method is used, the increase in receivables due to the passage of time is
recognised as finance income.
Budgetary receivables are presented within trade and other receivables, except for corporate income tax receiv-
ables that constitute a separate item in the statement of financial position. These are income tax receivables from
an entity within the Tax Group.
Impairment of receivables
As at each balance sheet date, the Company assesses whether there is any objective evidence that a financial
asset or a group of financial assets is impaired.
Under IFRS 9, financial assets are measured at amortised cost or fair value through other comprehensive in-
come (except for investments in capital assets and contract assets). The impairment model is based on expected
loss calculations. The most significant item of financial assets in the Company’s financial statements that is subject
to the expected credit loss calculation rules are loans and trade receivables.
In accordance with IFRS 9, the Entity measures allowances for expected credit losses in the amount equal to
the 12-month expected credit losses or expected credit losses in the life of the financial instrument. For trade re-
ceivables, the Company applies a simplified approach and measures the allowance for expected credit losses at an
amount equal to the expected credit losses over the life of the asset.
For trade receivables, the Company classifies receivables into the following categories:
•
group 1 – includes trade receivables for which a simplified approach has been applied to the valuation of ex-
pected credit losses over the lifetime of receivables, except for receivables included in group 2;
•
group 2 – includes trade receivables identified individually as uncollectible.
The Company applies the simplified approach to measuring impairment losses for trade receivables. In the sim-
plified model, the Company does not monitor changes to credit risk level over the life of the instrument and esti-
mates anticipated credit losses over the horizon until the maturity of the instrument. In order to estimate the
anticipated credit loss, the Company applies a provision matrix estimated on the basis of historic collectibility levels
and recoveries from counterparties. The expected credit loss is calculated at the time the receivable is recognised
in the statement of financial position and is updated at each subsequent end of the reporting period, depending on
the number of days the receivable is past due.
The Company only holds trade receivables and financial assets from related parties, so in determining expected
credit losses it analyses the budgets of these companies, which also take into account macroeconomic factors
In determining whether the credit risk of a financial asset has increased significantly since initial recognition and
in estimating expected credit losses, the Company considers reasonable and documentable information that is
relevant and available without undue cost or effort. The Company assumes that the credit risk of a financial asset
has increased significantly if it is more than 60 days past due.
2025 Annual Report ARCTIC PAPER S.A
60
(unless specified otherwise, all amounts are in PLN ‘000).
The Company has no receivables payable after 12 months.
Note
As at
31 December 2025
As at
31 December 2024
Trade receivables from related parties
7.1.
50 539
47 349
Trade receivables from other entities
127
168
Total (gross) receivables
50 666
47 517
Loss allowance for receivables
(29 911)
(29 911)
Net receivables
20 755
17 606
As at 31 December 2025, the total cumulative loss allowance for current receivables from AP Investment GmbH
and AP Mochenwangen GmbH amounted to PLN 29,911 thousand.
Terms and conditions of transactions with related parties are presented in note 7.1.
Ageing of trade receivables as at 31 December 2025
current
1-30
31-90
91-180
181-365
over 365
Trade receivables from related parties
20 628
20 157
469
0
0
0
2
Trade receivables from other entities
127
37
13
4
52
3
18
Net receivables
20 755
20 194
482
4
52
3
20
4.4. Other non-financial assets
As at
31 December 2025
As at
31 December 2024
Insurance
198
140
VAT refundable
11 031
7 481
Accounting for costs related to financing
-
1 691
Other
853
1 037
Total
12 082
10 349
– Non-current
-
-
– current
12 082
10 349
12 082
10 349
4.5. Cash and cash equivalents
Significant accounting principles (policies)
Cash and short-term deposits reported in the statement of financial position include cash at bank and in hand and
short-term deposits with an original maturity of three months or less, as well as deposits with a longer maturity,
provided they are repayable on demand.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents
as defined above.
Cash and cash equivalents
Cash at bank earns interest at variable interest rates based on overnight bank deposit rates.
2025 Annual Report ARCTIC PAPER S.A
61
(unless specified otherwise, all amounts are in PLN ‘000).
Short-term deposits are made for varying periods of between one day to 6 months depending on the immediate
cash requirements of the Company and earn interest at the respective short-term deposit rates. As at 31.12.2025,
the Company had no short-term deposits.
The fair value of cash and cash equivalents at 31 December 2025 is PLN 19,660 thousand (31 December 2024:
PLN 176,985 thousand).
As at
31 December 2025
As at
31 December 2024
Cash in bank and on hand
19 660
101 642
Short-term deposits
-
75 343
total
19 660
176 985
4.6. Share capital and other reserves
4.6.1. Share capital
Issued share capital
As at
31 December 2025
As at
31 December 2024
Series A ordinary shares
50 000
50 000
Series B ordinary shares
44 253 500
44 253 500
Series C ordinary shares
8 100 000
8 100 000
Series E ordinary shares
3 000 000
3 000 000
Series F ordinary shares
13 884 283
13 884 283
Total number of shares
69 287 783
69 287 783
Value of share capital (in PLN)
69 287 783
69 287 783
Nominal value of shares
All outstanding shares currently have a nominal value of PLN 1 and have been fully paid.
Purchase of treasury shares
Until the day of these financial statements, the Management Board of Arctic Paper S.A. has not purchased any
treasury shares of the Company.
2025 Annual Report ARCTIC PAPER S.A
62
(unless specified otherwise, all amounts are in PLN ‘000).
Major shareholders
As at
31 December 2025
As at
31 December 2024
Share in share ca-
pital
Share in total vo-
ting rights
Share in share ca-
pital
Share in total vo-
ting rights
Thomas Onstad
68,26%
68,26%
68,26%
68,26%
indirectly via
60,58%
60,58%
60,58%
60,58%
Nemus Holding AB
59,71%
59,71%
59,71%
59,71%
other entity
0,87%
0,87%
0,87%
0,87%
directly
7,68%
7,68%
7,68%
7,68%
Other
31,74%
31,74%
31,74%
31,74%
4.6.2. Foreign exchange differences on translation of investments in foreign entities
Swedish krona is the functional currency of the Company’s foreign branch.
As at the balance sheet date, the assets and liabilities of the branch are translated into the presentation cur-
rency of the Group and its statement of profit or loss is translated using the average weighted exchange rate for the
relevant reporting period. The foreign exchange differences on translation are recognised in other comprehensive
income and cumulated in a separate equity item.
As at 31 December 2025, foreign exchange differences on translation of the foreign branch recognised in capital
amounted to PLN 2,164 thousand (as at 31 December 2024: PLN 2,571 thousand). The foreign exchange differ-
ences on translation of the foreign branch, recognised in the statement of comprehensive income, amounted to
PLN -408 thousand in 2025 and PLN 433 thousand in 2024.
4.6.3. Supplementary capital
The supplementary capital was originally established from the issue premium in 2009 of PLN 35,985 thousand
which was reduced by the costs of the issue recognised as a decrease of the supplementary capital and was modi-
fied over the successive years as a result of subsequent share issues and allocations from profit.
As at
31 December 2025
As at
31 December 2024
Excess of issue price over nominal value (agio)
134 257
134 257
Capitals under Article 396 of the Code of Commercial Companies and Partnerships
19 771
19 771
Decrease of share capital
498 632
498 632
Capital created from company profits
217 757
217 757
Coverage of losses with supplementary capital
(244 683)
(244 683)
TOTAL
625 734
625 734
Pursuant to Article 396 of the Code of Commercial Partnerships and Companies, the Company also includes in the
item of supplementary capital an amount of profits representing 8% to cover losses in the amount of PLN 19,771
thousand.
As at 31 December 2025, the total value of the Company’s supplementary capital is PLN 625,734 thousand (31
December 2024: PLN 625,734 thousand).
4.6.4. Other reserves
As at 31 December 2025, the total value of the Company’s other reserves is PLN 332,802 thousand (31 December
2024: PLN 136,588 thousand). On 11 June 2025, the Company’s General Meeting, after reviewing the Manage-
ment 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 (in words: one hundred and ninety-seven million two hundred and
ninety-one thousand six hundred and seventeen zlotys and two grosze) to the Company’s reserve capital.
2025 Annual Report ARCTIC PAPER S.A
63
(unless specified otherwise, all amounts are in PLN ‘000).
4.6.5. Retained earnings / accumulated losses and dividend restrictions
As at 31.12.2025, accumulated losses amounted to PLN -50,720 thousand. During 2025, the Company achieved
a net profit of PLN 16,052 thousand. Restrictions on dividends and distributions for 2025 are set out in note 3.5.
4.7. Interest-bearing bank loans and cash pooling
Significant accounting principles (policies)
At initial recognition, all bank loans are recognised at fair value less costs associated with obtaining the loan, split
into long-term and short-term portions.
After initial recognition, interest-bearing term loans are measured at amortised cost using the effective interest
rate method.
Revenue and expenses are recognised in profit or loss when the liabilities are derecognised from the statement
of financial position or accounted for with the effective interest method.
Cash pooling activities (group cash management) are one of the company’s core activities and therefore cash
pooling-related flows are presented in the operating section of the statement of cash flows.
Pursuant to the loan agreement, the Company repaid principal and interest instalments of PLN 45,059 thousand
in 2025. Other changes in loans and borrowings result, among other things, from a decrease in cash pooling liabili-
ties (PLN -94,935 thousand).
4.7.1. Interest-bearing bank loans and cash pooling liabilities
Short-term
Repayment date
Interest rate
As at
31 December 2025
As at
31 December 2024
Long-term loan syndicate of banks (Santander, Pekao,
BNP) PLN short-term part
2025
5,79%
-
12 126
Long-term loan syndicate of banks (Santander, Pekao,
BNP) EUR short-term part
2025
3,82%
-
12 161
Long-term loan syndicate of banks (Santander, Pekao,
BNP) EUR short-term part
2030
3,74%
5 743
-
Revolving loan syndicate banks (Santander, Pekao, BNP)
PLN short-term part
2028
5,34%
3 318
-
Revolving loan syndicate banks (Santander, Pekao, BNP)
EUR short-term part
2028
3,20%
25 378
-
Cash pooling – Arctic Paper Grycksbo AB
75 068
151 509
Cash pooling – Arctic Paper Kostrzyn S.A.
72 802
93 916
Cash pooling – Arctic Paper Munkedals AB
37 178
34 557
Total
219 487
304 269
Długoterminowe
Repayment date
Interest rate
As at
31 December 2025
As at
31 December 2024
Long-term loan syndicate of banks (Santander, Pekao,
BNP) PLN long-term part
2026
5,79%
-
7 060
Long-term loan syndicate of banks (Santander, Pekao,
BNP) EUR long-term part
2026
3,82%
-
31 542
Long-term loan syndicate of banks (Santander, Pekao,
BNP) EUR long-term part
2030
3,74%
31 722
-
Total
31 722
38 602
In connection with the term loan and revolving credit facility agreement signed on 31 October 2025, the Company
has undertaken to maintain the Group’s financial ratio set out therein, calculated at the end of each quarter. As at
31 December 2025, the Company has maintained the ratio required by the loan agreement concluded with the
consortium of financing banks (Pekao S.A., Santander Bank Polska S.A. and BNP Paribas Bank Polska S.A.).
2025 Annual Report ARCTIC PAPER S.A
64
(unless specified otherwise, all amounts are in PLN ‘000).
4.7.2. Collateral to loans
In connection with the term and revolving credit facility 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 owned by the Guarantors;
•
registered pledges on all material rights and movable assets owned by the Company and the Guarantors, con-
stituting an organised part of enterprise, located in Poland (with the exception of the assets listed in the Loan
Agreement);
•
assignment of (existing and future) property insurance policies relating to the assets of the Company Arctic Pa-
per Kostrzyn S.A;
•
statements of the Company and Arctic Paper Kostrzyn SA on voluntary submission to execution, in the form of a
notarial deed;
•
financial pledges and registered pledges on the Company’s and Arctic Paper Kostrzyn S.A.’s bank accounts
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 or instruct the bank maintaining the account to withdraw 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.
4.8. Trade and other payables and other financial liabilities
Significant accounting principles (policies)
In accordance with IFRS 9, the Company classifies financial liabilities (trade payables, loans and leases) as meas-
ured at amortised cost:
The Company excludes a financial liability from its statement of financial position when the liability has expired –
that is, when the obligation specified in the contract has been fulfilled, cancelled or expired.
Other current liabilities include, in particular, liabilities to the tax office for personal income tax and liabilities to
Social Security.
Other non-financial liabilities are recognised at the amount payable.
2025 Annual Report ARCTIC PAPER S.A
65
(unless specified otherwise, all amounts are in PLN ‘000).
4.8.1. Trade and other payables (short-term)
Note
As at
31 December 2025
As at
31 December 2024
Due to related parties
7.1.
194
433
Due to other entities
16 521
17 396
Trade payables
16 715
17 829
Liabilities towards the budget
816
761
Advisory services
59
11
Other liabilities*
7 297
8 501
Other liabilities
8 172
9 274
The terms and conditions of financial liabilities presented above:
•
Terms and conditions of transactions with related parties are presented in note 7.1.
•
the remaining liabilities are interest-free, with an average maturity of 30 days.
* At the end of 2025, the company shows a liability to its subsidiary Arctic Paper Kostrzyn S.A. for reimburse-
ment of advance income tax payments in the amount of PLN 7,284 thousand. In order to better reflect the nature of
this liability, it is presented in these financial statements under Other current liabilities in the balance sheet. This
liability results from settlements within the tax capital group (PGK), which was formed by Arctic Paper S.A. and
Arctic Paper Kostrzyn SA under an agreement.
4.8.2. Other financial liabilities
As at
31 December 2025
As at
31 December 2024
Other financial liabilities
Lease liabilities
-
17
Total
-
17
Other financial liabilities
Non-current
-
-
Current
-
17
Total
-
17
4.9. Contingent liabilities
As at 31 December 2025, the Company had no contingent liabilities.
4.9.1. Tax settlements
Settlements of value added tax and other areas of activity subject to regulation (for example customs or foreign
exchange matters) may be subject to inspections by administrative authorities, which are authorised to impose
significant penalties and sanctions.
The lack of a stable legal framework in Poland results in lack of clarity and consistency in the regulations. Fre-
quent differences of opinion as to legal interpretation of tax regulations – both inside state authorities and between
state authorities and enterprises – generate areas of uncertainty and conflicts. As a result, tax risks in Poland are
much higher than in countries with a more developed tax system.
4.9.2. Information on the application of Pillar 2 regulations in the Tax Group
The objective of the regulations is to ensure a minimum effective tax rate of 15% for multinational groups with con-
solidated revenues exceeding EUR 750 million, through the introduction of top-up taxation mechanisms, including
in particular the Income Inclusion Rule (IIR) and the Qualified Domestic Minimum Top-up Tax (QDMTT).
2025 Annual Report ARCTIC PAPER S.A
66
(unless specified otherwise, all amounts are in PLN ‘000).
The reporting entity for the purposes of the global minimum tax is the ultimate parent entity, Nemus Holding AB. At
the same time, the Company has conducted a preliminary assessment of the potential impact of the top-up tax
regulations on its tax settlements. This assessment was based on available financial data and the current structure
of the Group’s operations, in particular on the level of effective tax rates achieved in the jurisdictions in which the
Group operates.
Based on the analysis performed, the Management Board does not expect that the implementation of the top-up
tax regulations will have a material impact on the Group’s financial results or tax position. This is primarily due to
the fact that the effective taxation of the Company’s operations is at a level close to, or higher than, the minimum
level of taxation provided for under the Pillar Two regulations.
At the same time, the Company monitors the development of practice in the application of the new regulations, as
well as published interpretative guidance, and will update its analyses on an ongoing basis with respect to the po-
tential impact of these regulations on future reporting periods.
4.9.3. Uncertainties related to tax settlements
Corporate income tax regulations are subject to frequent changes. Those frequent changes result in unavailability
of appropriate points of reference, inconsistent interpretations and few precedents that could apply. Additionally,
the applicable regulations contain also certain ambiguities that result in differences of opinion as to legal interpreta-
tions of tax regulations – among public authorities and between public authorities and enterprises.
Tax settlements may be audited by the authorities, who have the power to impose heavy fines and penalties,
and any additional tax liabilities resulting from the audit must be paid with high interest. These conditions make the
tax risk in Poland higher than in countries with a more developed tax system.
Therefore, the amounts presented and disclosed in the financial statements may change in the future as a result
of final decisions by tax inspection authorities.
The Company recognises and measures assets or liabilities applying the requirements of IAS 12 Income Taxes,
on the basis of profit (tax loss), taxation base, carried forward tax losses, unutilised tax credits and applicable tax
rates, and further subject to uncertainties related to tax settlements. When an uncertainty exists if and to what ex-
tent the tax authority accepts tax settlements to specific transactions, the Group recognises those settlements sub-
ject to uncertainty assessment.
Tax settlements can be audited for a period of five years, starting from the end of the year in which the tax was
paid. Consequently, the Company may be subject to additional tax liabilities, which may arise as a result of addi-
tional tax audits.
In the opinion of the Management Board, such risk does not exist as at 31 December 2025 and therefore the
Company has not established any provision for recognised and quantifiable tax risk.
5. Notes on financial instruments
Major accounting policies
The Company holds the following categories of financial instruments:
•
instruments measured at amortised cost,
•
instruments measured at fair value through profit or loss,
•
hedging instruments (see note 5.3 for a description of hedge accounting policies).
The derivatives used by the Company to hedge its exposure to interest rate movements are primarily interest
rate swap contracts (interest rate SWAPs). Such derivative financial instruments are measured at fair value. Such
derivatives are stated as assets when the value is positive and as liabilities when the value is negative.
All assets and liabilities that are measured at fair value or their fair value is disclosed in the financial statements,
are classified in the hierarchy of fair value in the way described below to the lowest level of input data which is ma-
terial for the measurement at fair value treated as a whole:
•
level 1 – listed (unadjusted) market prices in an active market for identical assets or liabilities;
•
level 2 – measurement techniques for which the lowest level of input data that is material for the measurement
at fair value as a whole is observable or indirectly observable;
•
level 3 – measurement techniques for which the lowest level of input data that is material for the measurement
at fair value as a whole is not observable.
As at each balance sheet date, for assets and liabilities occurring as at each balance sheet date in the financial
statements, the Company assesses if there have been transfers between the hierarchy levels by re-assessment of
the classification to each level, following the materiality of the input data from the lowest level which is material for
measurement at fair value treated as a whole.
2025 Annual Report ARCTIC PAPER S.A
67
(unless specified otherwise, all amounts are in PLN ‘000).
Fair value of financial instruments for which there is no active market is measured using the appropriate valua-
tion techniques. In selecting appropriate methods and assumptions, the Company is guided by professional judg-
ment.
The fair value of interest rate swap contracts is determined based on a valuation model which takes into ac-
count observable market data, particularly including current term interest rates.
In hedge accounting, hedges held by the Company are classified as cash flow hedges, hedging against
changes in cash flows that are attributable to a particular risk associated with a recognised asset, liability or fore-
casted transaction.
At the inception of a hedge relationship, the Company formally designates and documents the hedge relation-
ship as well as the risk management objective and strategy for undertaking the hedge. The documentation includes
identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and the
assessment method of the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged
item’s fair value or cash flows attributable to the hedged risk. Hedges are expected to be highly effective in offset-
ting the exposure to changes in the fair value or cash flows attributable to the hedged risk. Hedge effectiveness is
assessed on a regular basis to check if the hedge is highly effective throughout all reporting periods for which it
was designated.
Cash flow hedge
Cash flow hedges are hedges securing for the risk of cash flow fluctuations which can be attributed to a particular
kind of risk inherent in the given item of assets or liabilities or in a contemplated investment of high probability, and
which could influence profit or loss. The part of profit or loss related to the hedging instrument which constitutes an
effective hedge is recognised directly in other comprehensive income and the non-effective part is recognised in
profit or loss.
If a hedged intended transaction subsequently results in the recognition of a financial asset or financial liability,
the associated gains or losses that were recognised in other comprehensive income and accumulated in equity
shall be reclassified to statement of profit or loss in the same period or periods in which the asset acquired or liabil-
ity assumed affects profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or
the hedge no longer qualifies for hedge accounting. At that point in time, any cumulative profit or loss on the hedg-
ing instrument that has been recognised directly in other comprehensive income and accumulated in equity, re-
mains recognised in equity until the forecast transaction occurs. If the forecast transaction is no longer expected to
occur, the net cumulative profit or loss recognised in equity is recognised in net profit or loss for the period.
The Company holds the following financial instruments: cash in bank accounts, loans, borrowings, receivables,
finance lease obligations and interest SWAP contracts.
5.1. Fair value of each class of financial instruments
As the book values of the Company’s financial instruments do not differ significantly from their fair value (except as
described in the table below).
The table below shows all financial instruments by their carrying amounts, broken down by asset and liability
category.
2025 Annual Report ARCTIC PAPER S.A
68
(unless specified otherwise, all amounts are in PLN ‘000).
Category in compli-
ance with IFRS 9
Carrying amount
31 December
2025
Carrying amount
31 December
2024
Financial assets
Other (long-term) financial assets
WwZK
44 114
49 887
Trade and other receivables
WwZK
20 755
17 606
Cash and cash equivalents
WwZK
19 660
176 985
Derivative instruments
IRZ
-
1 331
Other (current) financial assets
WwZK
14 788
197
Total
99 316
246 006
Financial liabilities
Interest-bearing bank loans
WwZK
251 209
342 871
Trade payables
WwZK
16 715
17 829
Finance lease liabilities/other liabilities
WwZK
-
17
Total
267 924
360 717
WwZK – Financial assets/liabilities measured at amortised cost
WwWGpWF – Financial assets/liabilities measured at fair value through profit or loss
IRZ – Hedge accounting instruments
As at 31 December 2025, the Company has bank loans measured at amortised cost in the amount of PLN 251,209
thousand (PLN 348,106 thousand as at 31 December 2024).
As at 31 December 2025, the Company had no active derivatives. In the previous year, derivatives were classi-
fied in level 2 of the fair value hierarchy, but all hedging relationships expired with the repayment of floating rate
loans.
5.2. Changes in assets and liabilities arising from financing activities
Year ended
31 December 2025
01 January
2025
Changes resulting
from cash flows
from financing acti-
vity
Effects of chan-
ges in foreign
exchange rates
Change to fair va-
lues
Other changes
31 December
2025
Interest-bearing bank loans
(62 889)
1 449
517
-
(5 237)
(66 161)
Finance lease liabilities
(17)
17
-
-
-
Derivative financial instruments (as-
sets)
1 331
(1 280)
-
(51)
-
-
Total assets and liabilities arising
from financing activities
(61 575)
186
517
(51)
(5 237)
(66 161)
5.3. Collateral
In connection with the interest rate risk described in note 6.1.1, the Company monitors its future cash flows, which
may be subject to changes as a result of this risk. Due to the repayment of the loans at the end of 2025, the Com-
pany no longer has active SWAP derivatives to hedge cash flows. Consequently, as at 31 December 2025, the
Company does not designate any hedging relationships and does not apply hedge accounting.
6. Financial risk management
6.1. Financial risk factors
The core financial instruments used by the Company include bank loans, cash on hand and loans granted and
borrowings received within the Group. The main purpose of these financial instruments is to raise finance for the
2025 Annual Report ARCTIC PAPER S.A
69
(unless specified otherwise, all amounts are in PLN ‘000).
Company’s and Group’s operations. The Group has various other financial instruments such as trade receivables
and payables which arise directly from its operations.
The principle used by the Company currently and throughout the whole period covered with these financial
statements is not to trade in financial instruments for speculative purposes.
The main types of risk arising from the Company’s financial instruments include interest rate risk, liquidity risk,
foreign currency risk and credit risk.
The Management Board verifies and approves the management principles of each type of risk – the principles
are presented below. The Company has been monitoring market prices of holdings of financial instruments.
6.1.1. Interest rate risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to financial liabilities and
granted variable interest loans.
Interest rate risk – sensitivity to fluctuations
The following table shows financial instruments broken down into fixed and floating rates
Financial instruments
carrying amount
31.12.2025
carrying amount
31.12.2024
- with a fixed interest rate
Trade receivables
20 755
17 606
Loans granted and the employee fund
58 901
50 084
Other financial assets
-
1 331
Cash and cash equivalents
19 660
176 985
Trade payables
(16 715)
(17 829)
Total
82 601
228 177
- with a variable interest rate
Interest-bearing bank loans
(66 162)
(62 889)
Lease liabilities
-
(17)
Total
(66 162)
(62 906)
* Cash-pool settlement was not included in the analysis, as it is only between participants, i.e. affiliated companies (negligible risk).
The following table shows the sensitivity of gross profit/(loss) to reasonably possible changes in interest rates as-
suming other factors remain constant. No impact on equity or total comprehensive income has been presented.
interest rate
interest of the fi-
nancial year
(+) 1%
(-) 1%
bank loans in EUR
3,82%
254
67
(67)
bank loans in PLN
5,79%
669
116
(116)
leases
5,70%
-
-
-
SWAP settlement
fixed interest rate
(1 280)
n/a
n/a
6.1.2. Foreign currency risk
The Company is exposed to transactional foreign currency risk. Such risks arise mainly from the Company’s receipt
of dividends from subsidiaries and the granting and receiving of loans in currencies, and to a lesser extent from
purchase transactions in currencies other than its functional currency.
The following table demonstrates the sensitivity of gross profit/(loss) (due to changes in the fair value of mone-
tary assets and liabilities) and the Company’s equity to reasonably possible change of foreign exchange rates with
all other variables held constant. The calculations include only the effect of exchange rate changes on balance
2025 Annual Report ARCTIC PAPER S.A
70
(unless specified otherwise, all amounts are in PLN ‘000).
sheet items denominated in foreign currencies, assuming, for each currency, a 1% increase or decrease in the
exchange rate.
31.12.2025
PLN
EUR
SEK
Inne
Trade receivables
11 068
3 867
4 995
824
Loans granted
21 436
37 465
-
-
Cash
5 170
10 599
2 964
928
Bank loans (including cash pooling)
98 395
152 813
-
-
Trade payables
8 340
3 329
4 379
668
Net exposure
(69 060)
(104 211)
3 581
1 084
31.12.2024
PLN
EUR
SEK
Inne
Trade receivables
9 523
3 717
3 889
477
Loans granted
25 018
25 066
-
-
Cash
38 143
135 007
3 309
526
Bank loans
19 188
43 703
-
-
Trade payables
9 627
3 584
4 237
381
Net exposure
43 869
116 503
2 960
622
Increase/decrease
of foreign
exchange rates
Impact on gross
profit or loss
Impact on total
comprehensive in-
come
31 December 2025 – SEK
+1%
36
-
-1%
(36)
-
31 December 2025 – EUR
+1%
(142)
-
-1%
142
-
31 December 2025 – inne
+1%
11
-
-1%
(11)
-
Increase/decrease
of foreign
exchange rates
Impact on gross
profit or loss
Impact on total
comprehensive in-
come
31 December 2024 – SEK
+1%
30
-
-1%
(30)
-
31 December 2024 – EUR
+1%
1 164
-
-1%
(1 164)
-
31 December 2024 – other
+1%
6
-
-1%
(6)
-
2025 Annual Report ARCTIC PAPER S.A
71
(unless specified otherwise, all amounts are in PLN ‘000).
6.1.3. Credit risk
With respect to the Company’s financial assets such as cash and cash equivalents, the Company’s exposure to
credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of those
instruments.
31.12.2025
31.12.2024
Other financial assets
58 901
51 415
Trade receivables
20 755
17 606
Cash and cash equivalents
19 660
*
176 985
Total
99 316
246 007
* Cash in the amount of PLN 19,660 thousand serves as collateral for loan liabilities.
There are no significant concentrations of credit risk in the Company with the exception of Group entities, in partic-
ular relating to loans to Arctic Paper Grycksbo AB (other financial assets) and cash resulting from Group compa-
nies’ participation in the cash-pool system.
The table below provides information on credit risk exposures for trade receivables and other financial assets
(loans and cash pooling) at 31 December 2025 and at 31 December 2024.
31.12.2025
31.12.2024
Group 1
Group 2
Group 1
Group 2
Trade receivables – gross value
20 755
29 911
17 606
29 911
Impairment loss
29 911
-
29 911
Trade receivables – carrying amount
20 755
-
17 606
-
Other financial assets – gross value
58 901
64 266
51 415
63 843
Impairment loss
-
64 266
-
63 843
The Company only works with group entities. Credit risk is assessed taking into account the individual characteris-
tics of each of the Company’s counterparties. Assets in Group 2 were fully covered by a loss allowance. For Group
1, the bad debt ratios calculated for the previous three years are zero and therefore the Company has not recog-
nised expected credit losses in relation to these assets at 31 December 2025 and 31 December 2024.
The Company recognises loss allowances that correspond to the estimated amount of expected credit losses.
The core component of such allowances is the part covering specific losses due to exposure to a single material
risk. There is a significant concentration of risk in the “Germany non-business” segment.
Poland
Sweden
Germany
Other
carrying out economic activities
trade receivables
6 713
13 954
12
76
allowances for trade receivables
-
-
loans granted
21 436
37 465
-
-
allowance for loans granted
-
-
-
-
not carrying out economic activities
trade receivables
-
-
7 380
-
allowances for trade receivables
-
-
(7 380)
-
loans granted
-
-
3 608
-
allowance for loans granted
-
-
(3 608)
-
2025 Annual Report ARCTIC PAPER S.A
72
(unless specified otherwise, all amounts are in PLN ‘000).
6.1.4. Liquidity risk
The Company monitors its risk to a shortage of funds using a recurring liquidity planning tool. The tool considers
the maturity of both its financial investments and financial assets (e.g. receivables, other financial assets) and pro-
jected cash flows from guaranteed bank loans. Information on financial assets is included in note 4.2.
The table below presents the maturity profile of the Company’s financial liabilities at 31 December 2025 based
on maturities of contractual undiscounted payments.
31 December 2025
Carrying
amount
Upon requ-
est
Less than
3 months
3 to 12
months
1 to 5
years
Over
5 years
Total
Interest-bearing bank loans (including
cash pooling liabilities)
251 209
214 891
5 958
32 910
253 759
Other liabilities
24 888
24 888
-
-
24 888
239 779
5 958
32 910
-
278 647
31 December 2024
Carrying
amount
Upon requ-
est
Less than
31 December
2025
Carrying
amount
Upon request
Less than
Interest-bearing bank loans (including
cash pooling liabilities)
342 871
280 569
25 763
14 574
24 869
345 775
Other liabilities
26 284
26 271
13
-
26 284
306 840
25 776
14 574
24 869
372 059
Financial liabilities with a maturity of less than three months include cash pooling liabilities to related parties. As at
31 December 2025, these amounted to PLN 214,891thousand.
As at 31 December 2025, the Company held no contingent liabilities.
6.2. Capital risk management
The primary objective of the Company’s capital management is to ensure that it maintains an appropriate credit
rating and healthy capital ratios in order to support its business and maximise shareholder value. The Company
has not set a specific level of credit rating and capital ratios that it considers appropriate, as it depends on current
market conditions and the Group’s situation.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic condi-
tions. No changes were made in the objectives, policies or processes during the year ended on 31 December 2025
and 31 December 2024.
As at
31 December 2025
As at
31 December 2024
Interest-bearing bank loans (including cash pooling liabilities)
251 209
342 888
Trade and other payables
24 888
27 103
Minus cash and cash equivalents
(19 660)
(176 985)
Net debt
256 437
193 006
Equity
979 269
964 703
Equity and net debt
1 235 706
1 157 709
Leverage ratio
0,21
0,17
The Company monitors its equity using a leverage ratio, which is net debt divided by total equity plus net debt. The
Company’s net debt includes interest-bearing loans and borrowings, trade payables and other current liabilities,
less cash and cash equivalents.
2025 Annual Report ARCTIC PAPER S.A
73
(unless specified otherwise, all amounts are in PLN ‘000).
7. Other explanatory notes
7.1. Information on related parties
Sales to rela-
ted parties
Interest – ope-
rational in-
come
Dividend
received
Interest – finance
costs
Guarantees
obtained –
other finance
costs
Receivables
from related
parties
including
overdue
Loan receiva-
bles, including
cash-pooling
Liabilities to
related par-
ties*
including over-
due, after the
payment date
Loans liabili-
ties, including
cash-pooling
Parent company:
Nemus Holding AB
2025
-
-
-
-
-
-
-
-
-
-
-
2024
-
-
-
-
-
-
-
-
-
-
-
Subsidiaries
2025
15 432
2 816
45 243
3 811
3 446
50 539
29 911
205 877
7 478
-
185 047
2024
15 180
2 580
106 097
4 891
3 112
47 349
29 911
196 635
8 871
-
279 982
Total
2025
15 432
2 816
45 243
3 811
3 446
50 539
29 911
205 877
7 478
-
185 047
impairment losses
-
-
-
-
-
(29 911)
-
(64 266)
-
-
-
presentation as invest-
ments in subsidiaries
-
-
-
-
-
-
-
(82 709)
-
-
-
2025 after impairment losses and changes in
presentation
15 432
2 816
45 243
3 811
3 446
20 628
29 911
58 901
7 478
-
185 047
2024
15 180
2 580
106 097
4 891
3 112
47 349
29 911
196 635
8 871
-
279 982
impairment losses
-
-
-
-
-
(29 911)
-
(63 843)
-
-
-
presentation as invest-
ments in subsidiaries
-
-
-
-
-
-
-
(82 709)
-
-
-
2024 after impairment losses and changes in
presentation
15 180
2 580
106 097
4 891
3 112
17 438
29 911
50 084
8 871
-
279 982
* included Liability for reimbursement of advance income tax payments to APK in the amount of PLN 7,478 thousand
2025 Annual Report ARCTIC PAPER S.A
74
(unless specified otherwise, all amounts are in PLN ‘000).
7.1.1. Transactions with the parent company
No transactions between the Company and Nemus Holding AB took place during the year ended on 31 December
2025 and 31 December 2024.
7.1.2. Terms and conditions of transactions with related parties
Related party transactions are made at arm’s length.
The related parties Arctic Paper Kostrzyn SA, Arctic Paper Grycksbo AB and Arctic Paper Munkedals AB (the
“Guarantors”) have provided guarantees to the Company in connection with the term and revolving loan agree-
ments concluded on 31 October 2025. The amount of remuneration for the guarantees was confirmed on the basis
of a benchmarking exercise carried out in accordance with the OECD Transfer Pricing Guidelines for Multinational
Enterprises and Tax Administrations. The guarantors shall invoice the Company once a year for the remuneration
of the guarantee, payable within 21 days.
Receivables from related parties (trade receivables and loans) are unsecured, their maturity is 14-21 days and
they are settled by bank transfer.
7.1.3. Loan granted to members of the Management Board
In the period covered by these financial statements, the Company did not grant any loans to management staff and
did not grant any loans in the comparable period.
7.1.4. Remuneration of the Company’s management staff and of the Supervisory Board
Management staff of the Company as at 31 December 2025 comprised three persons: President of the Manage-
ment Board and Members of the Management Board.
The table below presents the total value of remuneration to the Members of the Management Board and the
members of the Supervisory Board for the current and previous year.
Year ended
31 December 2025
Year ended
31 December 2024
Management Board
Short-term employee benefits
3 730
2 568
3 730
2 568
Supervisory Board
Short-term employee benefits
1 260
1 231
Total
4 990
3 798
Short-term employee benefits (PLN 3,730 thousand) include costs incurred by the Company for management ser-
vices provided by a separate management unit in the amount of PLN 1,260 thousand.
As at the balance sheet date, there were no outstanding balances with management staff.
7.2. Employment structure
The average headcount in the Company in the year ended on 31 December 2025 and 31 December 2024 was as
follows:
As at
31 December 2025
As at
31 December 2024
Management Board*
2
2
Finances
4
4
Logistics
24
25
Administration
3
2
IT
1
1
Total
34
34
* The figure relates only to board members employed at the date of the report
2025 Annual Report ARCTIC PAPER S.A
75
(unless specified otherwise, all amounts are in PLN ‘000).
7.3. Information on auditor’s remuneration
The table below presents the remuneration of the statutory auditor, paid or payable for the year ended on 31 De-
cember 2025 and 31 December 2024 by category of services.
Service type
Year ended
31 December 2025
Year ended
31 December 2024
Statutory audit of the annual financial statements
473
340
Review of interim financial statements
161
173
Statutory audit of the annual non-financial statements
566
520
Total
1 199
1 033
7.4. Events after the balance sheet date
From the balance sheet date until the day of publishing of these separate financial statements, there were no other
events which might have a material impact on the Company’s financial and capital position.
Signatures of the Members of the Management Board
Position
First and last name
Date
Signature
President of the Management Board
Managing Director
Michał Jarczyński
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board
Chief Financial Officer
Katarzyna Wojtkowiak
21 April 2026
signed with a qualified electronic
signature
Member of the Management Board
Vice President Sales and Marketing
Fabian Langenskiöld
21 April 2026
signed with a qualified electronic
signature
