UPM Annual Report 2021

GOVERNANCE

UPM

BEYOND FOSSILS

STRATEGY

BUSINESSES

RESPONSIBILITY

ACCOUNTS FOR 2021

Governance framework The illustration below summarises the basic regulatory framework for our governance.

UPM complies with all recommendations of the Finnish Corporate Governance Code (CG Code) for listed companies, which is issued by the Finnish Securities Market Association. In accordance with the CG Code, we have published our Corporate Governance Statement (CG Statement) for the financial year 2021. It is available on the corporate website at www.upm.com/gover nance. We can refer to the CG Statement for information on: • Our governance structure and manage ment system • The duties and responsibilities of the Board of Directors and its Committees • The duties and responsibilities of our management bodies • Our management and control procedures related to internal control, risk manage ment, internal audit, insider administra tion and related party transactions General Meeting of shareholders Our Annual General Meeting (AGM) 2021 took place in Helsinki on 30 March 2021. The proposals of the Board of Directors and the Nomination and Governance Commit tee to the AGMwere published in January and the notice of the AGMwas published in February. In order to prevent the spread of the COVID-19 pandemic, the AGMwas arranged under the Finnish temporary legislative act (677/2020) and held without the shareholders’ and their proxy repre sentatives’ presence at the meeting venue. UPM also offered a proxy authorisation service, whereupon shareholders had the possibility to authorise an independent proxy representative nominated by the Company. This exceptional AGM arrangement was necessary to ensure the health and safety of the shareholders, employees and other stakeholders, as well as to organise the meeting in a predictable way, allowing equal means for shareholders to partic ipate while also ensuring compliance with the prevailing restrictions set by the authorities at that time. The sharehold ers could participate and exercise their shareholder rights at the AGM by voting in advance, and by submitting counterpro posals and asking questions in writing in advance. A total of 2,542 (2,524) share holders were represented at the meeting

UPM Code of Conduct

Finnish Corporate Governance Code

Articles of Association

UPM

Laws, regulations, guidelines and standards

Board and committee charters

Corporate policies, rules, guidelines and instructions

and they represented 54.2% (52.0%) of the Company’s shares and voting rights at the time of the AGM. The AGM supported all the proposals, and all decisions at the meeting were made in accordance with the proposals by the Board of Directors, as well as the Board’s Nomination and Gover nance Committee. The shareholders and the public were able to follow the whole meeting, including greetings by the Board Chair and a review by the President and CEO through a web cast. The recorded speeches were further made available after the AGM on the corpo rate website at www.upm.com/agm2021. The AGM adopted the Company’s Finan cial Statements and decided to distribute the same dividend of EUR 1.30 per share, as in the previous year, and released the members of the Board of Directors and the President and CEO from liability for the financial year 2020. The dividends, totalling EUR 693 million, were paid on 12 April 2021 to shareholders who were registered on our list of registered shareholders on

1 April 2021. UPM’s Remuneration Report 2020 for governing bodies was presented to and adopted by the AGM for the first time. Information on other decisions made at the AGMcan be found later on in this section and on the corporate website at www.upm.com/ agm2021. The AGM 2022 will be held on 29 March. For the year 2021, the Board of Direc tors has proposed a dividend of EUR 1.30 per share. Due to continued COVID-19 pandemic the meeting will be arranged under the Finnish temporary legislative act (375/2021). Shareholders can only partici pate and exercise their shareholder rights in the AGM by voting in advance via an electornic voting or proxy service provided by the Company as well as by submitting counterproposals and asking questions in writing prior to the meeting. The AGM, as well as speeches by the Chair of the Board and the President and CEO, can be followed through a webcast. Detailed instructions for shareholders are available on the corporate website at www.upm.com/agm2022.

ENABLING GROWTH Our decision-making, management and operations are guided by our values and by the UPM Code of Conduct. Our governance structure supports good management, responsible business operations and compliance at all levels, with clear responsibilities and reporting lines.

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UPM ANNUAL REPORT 2021

UPM ANNUAL REPORT 2021