UPM Annual Report 2025

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Governance

Accounts and performance

Sustainability Statement

Report of the Board of Directors

Financial Statements

Auditor's Report

Sustainability Assurance Reports

Investigation Allegations or incidents of corruption and bribery can be reported by employees or external stakeholders through the UPM Report Misconduct channel. Such allegations or incidents are investigated in accordance with the UPM Misconduct Investigation Protocol and the UPM Misconduct Investigation Procedure. Refer to » G1-1 Investigation of allegations or incidents of corruption and bribery are carried out under the supervision of UPM's Internal Audit or UPM Legal and Compliance by parties separate from the management chain involved in the matter. The Chief Compliance Officer and SVP of Internal Audit provide reports on the outcome of the investigations to the Ethics Advisory Committee and the Audit Committee of the Board of Directors on a quarterly basis. Communication and training Anti-corruption is one of the topics in the UPM Code of Conduct. The Code is distributed to all employees. In addition, UPM has more detailed internal rules on anti-bribery and anti-corruption. Policies and procedures are implemented through training and communication. By the end of 2025, 94% of active UPM employees, excluding the UPM Adhesive Materials company acquired in 2025, completed the new Code of Conduct training, including anti-corruption. The training started in September 2025. Refer to » G1-1, table In addition, all salaried employees must complete UPM's anti corruption e-learning course, which includes a commitment to comply with UPM's Anti-Corruption Rules. UPM has identified its salaried employees as the most at risk of corruption and bribery as they have financial and other decision-making power that can make them more susceptible to corruption and bribery compared to shopfloor employees. The completion rate of the UPM Anti-Corruption e-learning course, last renewed in 2024, was 99% at the end of 2025. Refer to » G1-1, table. UPM complements the e-learning modules with in-person and virtual compliance training for specific target groups. The target groups are determined based on risk assessments. In 2025, the company organized tailored anti-corruption training for selected target groups across the company. Compliance training is complemented by regular communication activities to maintain awareness among all employees. Members of the Board of Directors and Group Executive Team are included in the target groups for the anti-corruption training described above. In addition, each new member of the Board of Directors receives training on the company's Code of Conduct and other Group policies, including anti-corruption, as part of their onboarding program. UPM has built a platform to provide training to employees of business partners working for UPM. This ensures that they are committed to the same standards of integrity. The UPM Supplier and Third-Party Code was revised in 2024. It is communicated to suppliers as part of the business contract. In 2025, 86% of UPM's supplier spend was covered by the Code. Suppliers represent the majority of relevant business partners regarding the UPM Supplier and Third-Party Code. Refer to » G1-2 Responsible sourcing

Metrics

Climate change and UPM's commitment to the UN’s 1.5 °C agenda continued to be of great interest to stakeholders. Discussions were held with environmental organizations, certification bodies, authorities, and decision-makers. Forests' impact on climate is linked to policies on land use, land use change, and forestry (LULUCF). UPM highlighted the importance of sustainable forest management and wood-based products replacing fossils as effective ways to mitigate climate change. In 2025, trade policy, especially changes to U.S. tariffs on imports, required active monitoring, assessment, and influencing. UPM strongly supports free trade and open markets, a position it has held for many years in several markets. UPM actively promotes the cost-competitive and consistent implementation of climate-related policies. UPM calls for predictable regulations that enable investment in the circular bioeconomy. EU policies must therefore ensure the sustainable use of forests and the availability of wood as a key resource for green growth. UPM's main advocacy topics are publicly presented on UPM's website. UPM's Public Affairs Team is led by the VP, Public Affairs, reporting to the EVP, Marketing, Sustainability and Communication, who is a member of the Group Executive Team. In accordance with the UPM Code of Conduct, UPM does not support political parties or individual candidates financially and in kind. UPM is transparent in its dialogue and engagement with governments and regulators. UPM's identification number in the EU's Transparency Register is 861194311863-31. UPM is also registered in the German Lobby Register and, as of 2024, the new Finnish Transparency Register. One Board member has held a position in public administration two years preceding his appointment to the Board of Directors, i.e. Mr Jari Gustafsson acted as the Finnish Ambassador for Greece and Albania until August 31, 2024. The President and CEO has not held position in public administration in the two years preceding his appointment to his current position.

G1-6

G1-4

Payment practices UPM follows the contractual payment terms as defined by either UPM or, in some cases, the supplier. UPM does not apply special procedures for SMEs. As standard, UPM aims to pay all supplier invoices by their due date. Payments are made according to the invoice due date and UPM's globally defined payment strategy. However, individual contracts, payment terms, and payment methods may vary between countries and businesses. In 2025, UPM paid its suppliers, on average, 43 days after the date when the payment term started to be calculated for invoices. On average, UPM applies payment terms of 14–60 days in its contracts with suppliers. Individual contracts and respective payment terms may vary between countries and businesses, reflecting the characteristics of the business. The invoice due date determines the payment date. UPM's global payment strategy and guidelines are applied in all UPM units. Based on the global UPM Source to Pay Business Process Model, payment terms are applied consistently across supplier categories and geographies, unless otherwise agreed upon in specific contractual arrangements. In 2025, on average, 76% of invoices received by UPM were aligned with the net payment terms of 60 days or less. UPM has not been party to legal proceedings due to late payments in 2025.

Incidents of corruption or bribery

2025

2024

0

0

Number of convictions

0

0

Amount of fines (€)

In response to violations of UPM's anti-corruption policies and procedures, UPM conducted investigations and monitoring activities and took action to improve its control environment. Disciplinary measures were taken against the employees concerned, and training was provided to identified risk groups. In 2025, 4 cases of alleged violations of UPM's anti-corruption policies and procedures, including those related to gifts and hospitality, were investigated. In 1 case, violations of UPM's policies were substantiated, and the concerned employee was disciplined. 2 cases were unsubstantiated and for 1 case the investigation was still ongoing at the end of 2025. There were no confirmed cases of contracts with business partners being terminated or not renewed due to violations related to corruption or bribery in 2025. No cases of corruption or bribery were brought against the company or its own employees during the reporting period. Political influence and lobbying activities Through public affairs work, UPM aims to promote the prerequisites for its operations, particularly in its main operating countries Finland, Uruguay, Germany, and China. Active influencing at EU level is also important. Public affairs activities are based on UPM's strategy. They are also in line with the Paris Agreement. UPM also has topic-specific steering groups that guide public affairs activities, and the Group Executive Team regularly reviews these topics. UPM cooperates with several trade associations, the most important being the Finnish Forest Industries Federation (FFIF) and the Confederation of European Paper Industries (Cepi). As UPM enters new industries, it is necessary to find new ways and forums for cooperation. For example, UPM is a member of the European Chemical Industry Council (CEFIC). UPM is also represented in the decision-making bodies of these trade associations, so that the company can influence and monitor their positions to ensure that they are in line with UPM's strategy. The basic requirement for membership of any trade association is the principal alignment with UPM's strategic positions. As UPM is an active participant in the energy market, both as an energy-intensive consumer and as an energy producer, UPM reminded decision-makers of the importance of functioning energy markets. G1-5

UPM Financial Report 2025

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UPM Financial Report 2025

245

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UPM Annual Report 2025

UPM Annual Report 2025