UPM Annual Report 2024

WE ARE UPM

GOVERNANCE

ACCOUNTS AND PERFORMANCE

Corporate Governance Statement

Board of Directors

Group Executive Team

Composition of the Board of Directors, 31 December 2024

Chair of the Board and Chair of the Nomination and Governance Committee

Director since Independence

2024

Independent of the Company and significant shareholders

Director since Independence

2015

Education Nationality

PhD (Chemistry)

Independent of the Company and significant shareholders

German

Education Nationality

MSc (Econ.)

Born

1968

Finnish

Gender

female

Born

1969 male

Main occupation

Non-executive director

Gender

UPM shares 1) on 31 Dec 2024

1,462

Main occupation

Chair of the Board

UPM shares 1) on 31 Dec 2024

30,304

Henrik Ehrnrooth

Melanie Maas-Brunner

Deputy Chair of the Board

Director since Independence

2022

Independent of the Company and significant shareholders

Director since Independence

2012

Education Nationality

MSc (Econ.)

Independent of the Company and significant shareholders

Finnish

Education Nationality

MBA (Harvard), BA (Business Econ.)

Born

1974 male

Norwegian

Gender

Born

1960 male

Main occupation

CEO of Elisa Corporation

Gender

UPM shares 1) on 31 Dec 2024

7,929

Main occupation

Chair of the Board of Strømstangen AS

UPM shares 1) on 31 Dec 2024

29,729

Kim Wahl

Topi Manner

Kim Wahl

Chair of the Audit Committee

Director since Independence

2018

Independent of the Company and significant shareholders

Director since Independence

2023

Education Nationality

LLM, MBA

Independent of the Company and significant shareholders

Dutch

Education Nationality

MBA, M.Soc.Sc. (Econ.)

Born

1958

Finnish

Gender

female

Born

1974

Main occupation

Non-executive director

Gender

female

UPM shares 1) on 31 Dec 2024

12,722

Main occupation

CFO of Northvolt AB

UPM shares 1) on 31 Dec 2024

3,128

Marjan Oudeman

Martin à Porta Pia Aaltonen-Forsell

Chair of the Remuneration Committee

Director since Independence

2021

Independent of the Company and significant shareholders

Director since Independence

2020

Education Nationality

MSc (Political Science)

Independent of the Company and significant shareholders

Finnish

Education Nationality

MSc (Eng.)

Born

1958 male

Swiss 1970 male

Gender

Born

Main occupation

Partner at AlterInvest Oy

Gender

UPM shares 1) on 31 Dec 2024

5,964

Main occupation

Non-executive director

UPM shares 1) on 31 Dec 2024

27,972

Jari Gustafsson

Martin à Porta

1) Including shares held by the director’s controlled entities if any.

Director since Independence

2013

Independent of the Company and significant shareholders

Education Nationality

LLM

Finnish

Born

1975

Gender

female

Main occupation

Partner of Odgers Berndtson Oy

UPM shares 1) on 31 Dec 2024

27,163

Piia-Noora Kauppi

90

91

UPM ANNUAL REPORT 2024

UPM ANNUAL REPORT 2024