UPM Annual Report 2025

We are UPM

Governance

Accounts and performance

Financial Statements

Report of the Board of Directors

Sustainability Statement

Auditor's Report

Sustainability Assurance Reports

Performance Share Plan The Performance Share Plan (PSP) is targeted at the President and CEO and other Group Executive Team (GET) members as well as other selected members of the senior management. The performance measures for the PSP 2022–2024, PSP 2023–2025, PSP 2024-2026 and PSP 2025-2027 comprise the total shareholder return (80% weighting) during a three-year earning period and selected environmental, social and governance related (ESG) measures (20% weighting). Total shareholder return takes into account share price appreciation and paid dividends. In all plans, the earned shares are delivered after the three-year earning period has ended .

3.3 Share-based payments

Salaries and benefits paid to the President and CEO and the Group Executive Team President and CEO

UPM offers rewards and recognition with an emphasis on high performance. All UPM's employees belong to a unified annual Short- Term Incentive (STI) scheme. In addition, UPM has three long-term incentive schemes: the Performance Share Plan (PSP) for senior executives, the Deferred Bonus Plan (DBP) for other key employees and the Restricted Share Plan (RSP) for individually selected participants in specific recruitment and retention situations.

Other members of Group Executive Team 1)

€ 1,000

2025

2024

2025

2024

Salaries

927

894

3,837

3,736

Short-term incentives

261

363

969

996

Share rewards

169

125

2,562

2,871

Benefits

30

36

143

146

Total

1,387

1,418

7,511

7,748

Performance Share Plans

PSP 2022-2024 PSP 2023-2025 PSP 2024-2026 PSP 2025-2027

1) Group Executive Team was composed of 9-10 members in addition to CEO during 2025 and 2024.

No. of participants at December 31, 2025

17

15

24

26

Massimo Reynaudo has served as the President and CEO of UPM Kymmene Corporation as of January 1, 2024. Jussi Pesonen continued as the President and CEO until December 31, 2023, after which he worked as an advisor to the company and its management until he retired from UPM on April 30, 2024. In 2025, cost under the Finnish statutory pension scheme for the President and CEO amounted to €207,000 (220,000) and payment under the voluntary pension plan amounted to €190,000 (190,000). In 2025, costs under the Finnish and German statutory pension schemes for Group Executive Team (GET) members (excluding the President and CEO) amounted to €744,000 (731,000) and payments under the voluntary pension plan amounted to €551,000 (671,000). The remuneration of the President and CEO and other members of the Group Executive Team consists of the base salary and benefits, short term incentive and long-term share-based incentive. In 2025 and 2024, the short-term incentives were based on the company's Short-Term Incentive Plan and they are paid annually in cash. The amount of the incentive is linked to the executive's position and achievement of annually set targets. The maximum incentives amount to a total of 110% of the annual base salary to the Business Area Executives and to a total of 90% of annual base salary to the other members of the Group Executive Team. For the President and CEO, the maximum annual incentive amounts to 150% of the annual base salary. The expenses recognized in income statement in respect of share based payments for the Group Executive Team were €4.0 million (2.8 million). The President and CEO Massimo Reynaudo's retirement age is 65 years. He has a voluntary pension benefit to supplement the Finnish statutory pension scheme (TyEL). The voluntary pension benefit is arranged through a defined contribution plan. The contribution equals to 20% of the base salary. Should the company give notice of termination of the President and CEO Massimo Reynaudo's service agreement, severance pay of 12 months base salary will be paid in addition to the salary for the 12-month notice period. Should the President and CEO give notice of termination to the company, no severance pay will be paid in addition to the salary for the notice period.

The former President and CEO Jussi Pesonen had a voluntary pension benefit in addition to the Finnish statutory pension scheme. This voluntary pension benefit was arranged through a defined benefit plan until the end of November 2020. The last contribution to the defined benefit plan was made in 2020. The income of the former President and CEO Jussi Pesonen’s defined benefit pension plan in 2024 was €0.9 million. In 2024, the pension plan was fully settled, reducing both plan assets (€10.4 million in 2023) and obligations (€9.7 million in 2023) to €0 million. As of December 2020, the voluntary pension benefit was arranged through a defined contribution plan for the former President and CEO. The retirement age of other members of the Group Executive Team is 65 or 63 for executives who have become Group Executive Team members before December 2023. They are covered by the statutory pension plan in the country of residence, supplemented by voluntary defined contribution pension plans. Should the company give notice of termination for other GET member's service agreement, the period for severance pay is 12 months, in addition to the six months’ salary for the notice period, unless notice is given for reasons that are solely attributable to the executive. Should a GET member give notice of termination to the company, no severance pay will be paid in addition to the salary for the notice period. If there is a change of control in the company, the President and CEO may terminate his service agreement within three months and other GET member within one month from closing the takeover and shall receive compensation equivalent to 24 months' base salary.

Actual achievement

20 %

—

—

—

Max no. of shares to be delivered 1) to the President and CEO

6,000

29,000

72,952

75,530

to other members of GET

30,100

146,000

204,000

276,000

to other selected members of management

21,100

75,000

144,000

175,000

Total max no. of shares to be delivered

57,200

250,000

420,952

526,530

Share delivery (year)

2025

2026

2027

2028

Earning criteria (weighting)

Total shareholder return (80%) ESG (20%) 2)

Total shareholder return (80%) ESG (20%) 3)

Total shareholder return (80%) ESG (20%) 4)

Total shareholder return (80%) ESG (20%) 4)

1) For PSP 2022–2024, the gross number of shares actually earned. 2) ESG measures are reduction of fossil CO₂ emissions from UPM’s own combustion and purchased electricity by 65% by 2030 from 2015 level (10% weighting), achievement of a net positive impact on biodiversity in the company’s own forests in Finland (5% weighting) and achievement of gender pay equity (5% weighting). 3) ESG measures are reduction of fossil CO 2 emissions from UPM’s on-site combustion and purchased energy by 65% by 2030 from 2015 level (10% weighting), achievement of a net positive impact on biodiversity in the company’s own forests in Finland (5% weighting) and achievement of gender pay equity (5% weighting). 4) ESG measures are reduction of fossil CO₂ emissions from UPM’s on-site combustion and purchased energy, the achievement of a net positive impact on biodiversity in the company’s own forests in Finland and the achievement of gender pay equity globally.

Deferred Bonus Plan The Deferred Bonus Plan (DBP) is targeted at other selected key employees and it consists of annually commencing plans. Each plan consists of a one-year earning period and a two-year restriction period. UPM shares are awarded based on achievement of Group or Group and

business area EBITDA targets. Prior to share delivery, the share rewards earned are adjusted with dividends and other capital distributions, if any, paid to all shareholders during the restriction period.

Deferred Bonus Plans

DBP 2022

DBP 2023

DBP 2024

DBP 2025

No. of participants (at grant)

451

446

453

314

No. of participants (at December 31, 2025)

361

104

392

305

Max no. of shares to be delivered (at grant)

487,130

477,052

571,338

505,078

Estimated no. of shares to be delivered at December 31, 2025 1)

374,025

50,784

148,663

11,571

Share delivery (year)

2025

2026

2027

2028

Group/Business Area EBITDA

Group/Business Area EBITDA

Group/Business Area EBITDA

Group/Business Area EBITDA

Earning criteria

1) For DBP 2022, the gross number of shares actually earned

UPM Financial Report 2025

280

UPM Financial Report 2025

281

280

281

UPM Annual Report 2025

UPM Annual Report 2025