UPM Annual Report 2025

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8. Group structure

Accounting policies

UPM consolidates acquired entities at the acquisition date which is when it gains control using the acquisition method. Consideration transferred is determined as the fair value of the assets transferred, the liabilities incurred and equity instruments issued including the fair value of a contingent consideration. Acquisition-related transaction costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed are measured initially at their fair values at the acquisition date. The Group measures any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the consideration transferred, the amount of any non controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets of the subsidiary acquired is recorded as goodwill. The assets, liabilities, income and expenses of subsidiaries with non controlling interests are consolidated line by line into the UPM consolidated financial statements. The proportion of the profit for the period, as well as the accumulated share of total equity belonging to non controlling interests are presented separately in the consolidated income statement and consolidated balance sheet.

8.1 Business acquisitions and disposals On April 1, 2025, as a result of the exercise of a put option by a third party, UPM became contractually obligated to purchase shares in Kraftwerk Plattling GmbH, the owner of the power plant that had previously been leased by UPM. The acquired company has been included in the Group since the acquisition date. The transaction had no material impact on the balance sheet. The net assets acquired and the effects of the revenues and profit or loss are not considered material for disclosure purposes. On February 5, 2025, it was announced that UPM Adhesive Materials had acquired Metamark, a UK-based company to further accelerate its growth in the Graphics business. UPM Adhesive Materials' existing Graphics business complemented with Metamark will strengthen UPM Adhesive Materials’ overall competitiveness, bring major synergies and make UPM Adhesive Materials a significant player in the fast-growing, high value-added Graphics segment. If the transaction had occurred on January 1, 2025, UPM’s sales for January–December 2025 would have been €9,661 million and profit for the period €491 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiaries to reflect the amortization that would have been charged assuming application of fair value adjustments to intangible assets, property plant and equipment and inventories from January 1, 2025, together with the consequential tax effects. Details of the purchase consideration, the net assets acquired, and goodwill are as follows:

€ million Other intangible assets

60

Property, plant and equipment

3

Leased assets

4

Inventories

16

Trade and other receivables

15

Cash and cash equivalents

9

Total assets

107

8.2 Principal subsidiaries and joint operations

Deferred tax liabilities

15

Country of incorporation

Holding % 2025

Holding % 2024

Non-current debt

4

Subsidiaries

Current debt

51

100.00

100.00

Blandin Paper Company

US UY UY UY DE GB BE UA GB GB GB

Trade and other payables

14

91.00 91.00

91.00 91.00

Blanvira S.A. Cuecar S.A.

Income tax payables

0

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 80.00 100.00 100.00 91.00 91.00

100.00 100.00 100.00 100.00 100.00

Forestal Oriental S.A.

Total liabilities

85

Gebr. Lang GmbH Papierfabrik

Grafityp (UK) Limited

Net identifiable assets acquired

22

Grafityp Selfadhesive Products NV

Goodwill arising from acquisition

107

LLC UPM Ukraine

— — —

Magenta Prime Limited 1) Metamark (UK) Limited 1)

The fair value of trade and other receivables included trade receivables with a fair value of €13 million. At the date of acquisition, the gross contractual amount for trade receivables was €13 million, of which €0 million was expected to be uncollectible. Acquisition-related costs of €3 million are included in other operating expenses and are reported as items affecting comparability in UPM Adhesive Materials business area. Information on the amounts of revenue and profit or loss of the acquiree since the acquisition date included in the consolidated income statement for the reporting period is not disclosed because it would be impracticable. The acquired business has been included in the Group since the acquisition date, and the effects of the revenues and profit or loss thereof are not considered material for disclosure purposes. Transactions with non-controlling interests In 2025, UPM had a minor decrease in its non-controlling interests in Uruguay. In 2024, UPM did not have any change in its non-controlling interests.

Metamark Group Holdings Limited 1)

€ million Cash paid

100.00 100.00 100.00 100.00

Myllykoski Oyj

FI

130

Nordland Papier GmbH

DE DE DE

Deferred consideration

0

NorService GmbH

Total purchase consideration

130

Nortrans Speditionsgesellschaft mbH

80.00

Print Inform Japan K.K.

JP ID

100.00 100.00

PT UPM Raflatac Indonesia

Rhein Papier GmbH

DE UY UY

91.00 91.00

Tebetur S.A.

Tile Forestal S.A. Trimwel Limited 1)

—

IE

100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00

UPM (China) Co. Ltd UPM (Vietnam) Limited UPM Asia Pacific Pte. Ltd. UPM Biochemicals GmbH

CN VN SG DE DE

UPM Biochemicals Sales GmbH UPM Communication Papers Oy

FI FI

UPM Energy Oy

UPM GmbH

DE EE

UPM OÜ

UPM Plywood Oy UPM Pulp Sales Oy

FI FI

UPM Financial Report 2025

322

UPM Financial Report 2025

323

322

323

UPM Annual Report 2025

UPM Annual Report 2025