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

Shareholders by category at December 31, %

Information on shares Shares

2025

2024

2023

2022

2021

Authorizations held by the Board of Directors The Annual General Meeting held on March 27, 2025, authorized the Board of Directors to decide on the repurchase of a maximum of 50,000,000 of the company’s own shares. The authorization will be valid for 18 months from the date of the AGM resolution. The Annual General Meeting held on March 27, 2025, authorized the Board of Directors to decide on the issuance of new shares, the transfer of treasury shares and the issuance of special rights entitling to shares in proportion to the shareholders’ existing holdings in the company, or in a directed share issue, deviating from the shareholder’s pre-emptive subscription right. The Board of Directors may also decide on a share issue without payment to the company itself. The aggregate maximum number of new shares that may be issued and treasury shares that may be transferred is 25,000,000, including the number of shares that can be received on the basis of special rights. The authorization will be valid for 18 months from the date of the AGM resolution. Aside from the above, the Board of Directors has no current authorization to issue shares, convertible bonds or share options.

Companies

3.2 4.6 8.7 3.9 17.7 61.8

2.9 4.4 7.2 4.0

2.6 3.8 5.3 4.4

2.6 3.6 5.3 4.5

2.9 3.7 5.8 4.6

Financial institutions and insurance companies

UPM has one class of shares. Each share entitles the holder to one vote at the General Meeting of UPM. On December 31, 2025, the total number of UPM shares was 527,735,699. Through the issuance authorization described below, the number of shares may increase to a maximum of 552,735,699. On December 31, 2025, UPM held 411,653 treasury shares, representing approximately 0.08% of the total number of UPM shares and voting rights. There are no specific terms related to the shares. In 2025, UPM shares worth a total of €7,462 million (7,936 million) were traded on the Nasdaq Helsinki stock exchange. This is estimated to represent approximately 70% of the total trading volume in UPM shares. The highest listing was €30.07 in February and the lowest was €21.72 in October.

Public bodies

Non-profit organizations

Households

16.9 64.7

16.4 67.6

16.0 68.1

15.8 67.2

Non-Finnish nationals

Total

100.0

100.0

100.0

100.0

100.0

Share distribution at December 31, 2025

Number of share-holders

% of share-holders

Number of shares, million % of shares

Size of shareholdings

1 – 100

67,696 67,146

43.84 43.48

2.9

0.5 4.8 9.0 6.0

101 – 1,000

25.2 47.7 31.8 96.6

1,001 – 10,000

18,110 1,335

11.73 0.86 0.09

10,001 – 100,000

100,001 –

137

18.3 38.7 61.3

Changes in number of shares

Total

154,424

100.00

204.2 323.5

Nominee-registered

Not registered as book entry units

—

—

2025

2024

2023

2022

2021

Total

527.7

100.0

Number of shares January 1

533,735,699 527,735,699

533,735,699 533,735,699

533,735,699 533,735,699

533,735,699 533,735,699

533,735,699 533,735,699

Number of shares at December 31

Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) percent of the voting rights or the number of shares of the company. The stock exchange releases on notifications of changes in holdings pursuant to Chapter 9, Section 5 of the Securities Market Act are available in UPM website » upm.com/investors.

Major shareholders at December 31, 2025

Number of shares

Holding %

Ilmarinen Mutual Pension Insurance Company Varma Mutual Pension Insurance Company ELO Mutual Pension Insurance Company

15,658,000 15,239,764 7,911,000 3,800,000 2,722,547 1,883,840 1,864,271 1,696,360 1,554,759 1,499,385 326,295,245 147,610,528 527,735,699

2.97 2.89 1.50 0.72 0.52 0.36 0.35 0.32 0.29 0.28 61.83 27.97

The State Pension Fund

Nordea Bank ABP

Investment fund Seligson & Co

Svenska Litteratursällskapet i Finland rf (Svenska Kulturfonden)

Kymin Osakeyhtiön 100-vuotissäätiö

OP-Suomi investment fund

OP Life Assurance Ltd

Nominees & Registered foreign owners

Others

Total

100.00

UPM Financial Report 2025

254

UPM Financial Report 2025

255

254

255

UPM Annual Report 2025

UPM Annual Report 2025