UPM Annual Report 2024

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WE ARE UPM

GOVERNANCE

ACCOUNTS AND PERFORMANCE

Report of the Board of Directors

Sustainability Statement

Financial Statements

Auditor's Report

Sustainability Assurance Reports

ANTI-CORRUPTION AND ANTI-BRIBERY

Monitoring UPM aims to ensure compliance at all levels of the organisation through monitoring. Monitoring activities are based on a Group company risk matrix which takes the country risk and complexity and scope of UPM's operations in each country into account. UPM's Compliance Team has a three-year monitoring plan for its unit-specific compliance reviews that are based on this matrix. In addition to these general reviews, which cover all business integrity issues, risk-based reviews are conducted on specific issues such as anti-corruption. The key findings and recommendations of the compliance review are reported to the Audit Committee of the Board of Directors and to businesses. These recommendations are then implemented in collaboration with the businesses concerned. Another example of UPM's monitoring activities is the counterparty screening procedures, which also cover anti-corruption and anti-bribery.

Transparency International. In these countries, there is an increased risk of corruption in relation to interaction with government officials and in the use of intermediaries when applying for permits and licences requiring governmental approval, for example. The due diligence of suppliers and third parties with whom UPM does business is an essential part of UPM's anti-corruption compliance programme. UPM requires that due diligence is performed before entering into or renewing any contract with a third party that meets specified criteria. UPM requires anti-bribery contract terms to be included in agreements with such third parties outlining the third-party's commitment to compliance with applicable anti-bribery laws and UPM's right to audit the third party to verify compliance with these terms. UPM also has corresponding due diligence procedures for joint ventures, mergers and acquisitions.

G1-3

Covered by the UPM Compliance System The UPM Code of Conduct underlines the Company's zero-tolerance attitude towards corruption and bribery in any form. UPM's Anti Corruption Rules, with the latest update in 2024, explain in more detail what is prohibited conduct, and what ethical behaviour is expected.

UPM strives to ensure compliance with its values and commitments by implementing a Company-wide compliance programme, including anti corruption and anti-bribery, through the UPM compliance system. The compliance system is embedded in UPM's governance model and is designed to enhance Company performance and a culture of integrity at all levels.

Risk assessments UPM regularly performs anti-corruption risk assessments. The 2024 compliance risk-assessment process included a top-down risk discussion (including corruption) with the management of each business area. All UPM entities were also assessed based on country risk and the complexity of operations. UPM operates globally and has significant

manufacturing operations in several countries in emerging markets. Such operations require several permits and other licences from the relevant authorities. Some of the countries where UPM operates (such as Mexico, Türkiye, Indonesia, Thailand, Argentina, India, South Africa and Vietnam) are perceived as highly corrupt or corrupt according to