UPM Annual Report 2025

We are UPM

Governance

Accounts and performance

Corporate Governance Statement

Board of Directors

Group Executive Team

Remuneration Report

Governance structure of UPM-Kymmene Corporation

General meeting of shareholders

Elects

Issues Auditor’s Report

Elects

Auditor and Sustainability report assurer

Board of Directors

Reports

Report

Assist

Remuneration Committee Nomination and Governance Committee Audit Committee

Reports

Appoints

Reports

Appoints,

steers, monitors

Reports

President and CEO

Chairs

Chairs

Chairs

Reports

Reports

Reports

Business Area Boards

Group Executive Team Assists the President and CEO in respect of approving and executing Group-level guidelines and procedures.

Internal audit

Strategy Team

Assists the President and CEO regarding business-area-level decision-making in matters pertaining to each business area’s strategy, budget, business performance, operative investments, commercial strategies, business development plans, business and strategic risks, strategic and organizational changes, and HR matters.

Assists the President and CEO in matters pertaining

Corporate Governance Statement 2025

to the preparation of Group strategies, strategic projects, capital expenditure,

M&A and other strategic development initiatives for approval by the Board of Directors.

UPM-Kymmene Corporation (UPM or the Company) follows the Finnish Corporate Governance Code (CG Code) issued by the Securities Market Association and complies with all recommendations of the CG Code including the requirement that at least 40% of the members of the Board must be from an underrepresented gender. The CG Code is publicly available on the Securities Market Association’s website at cgfinland.fi/en.

Compliance, and responsible and ethical practices are the foundation of UPM’s busi nesses. In addition to the Finnish CG Code, the Company follows the Finnish Limited Liability Companies Act and other laws and regulations applicable to publicly listed com panies in Finland, the Company’s Articles of Association, Board and committee charters, corporate policies and rules, as well as rules and guidelines issued by the European Securities and Markets Authority, the Finnish Financial Supervisory Authority, and the Nasdaq Helsinki stock exchange. Annual General Meeting 2025 The Company’s Annual General Meeting (AGM) for 2025 was held in Helsinki on March 27, 2025. Notice of the AGM, includ ing proposals by the Board of Directors and the Nomination and Governance Commit tee, was published in February. A total of

3,031 (3,167) shareholders were represented at the meeting. Shareholders attending the meeting represented 55% (60%) of the Company’s shares and voting rights at the time of the AGM. The AGM supported all proposals by the Board of Directors or the Board’s Nomination and Governance Committee, and the decisions at the AGM 2025 were made in accordance with the proposals. Board of Directors The AGM 2025 resolved to elect nine mem bers to UPM’s Board of Directors for a one year term and re-elected Pia Aaltonen-For sell, Henrik Ehrnrooth, Jari Gustafsson, Piia-Noora Kauppi, Melanie Maas-Brunner, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl to the Board. All direc tors are non-executive, and their term of office will end with the closure of AGM 2026.

of shares and votes represented in the AGM 2025 55%

UPM’s governance structure UPM is a Finnish limited liability company with headquarters in Helsinki, Finland. The Parent Company, UPM-Kymmene Corporation, and its subsidiaries form UPM Group, with approximately 15,100 employ ees in 42 countries. UPM Group’s business operations are divided into six business areas and other operations, including the UPM Biorefining business unit and global functions. UPM shares are listed on Nasdaq Helsinki Ltd. UPM uses a one-tier governance model, which, in addition to the general meeting of shareholders, comprises the Board of

UPM’s Corporate Governance Statement (CG Statement) for the financial year 2025 has been prepared in accordance with the CG Code’s corporate governance reporting section. UPM presents the CG Statement as a separate report, distinct from the Report of the Board of Directors. The CG Statement is available on the corporate website’s Inves tors section under Governance (upm.com/ governance). The Report of the Board of Directors is presented on pages 116–257 of UPM’s Annual Report 2025, which is also available on the corporate website.

Directors and the President and CEO, as pre sented in the illustration on the right. In the operative management of the Company, the President and CEO is assisted by the Group Executive Team, the Business Area Boards and the Strategy Team. Governance framework UPM’s decision-making, management and operations are guided by our values and by the UPM Code of Conduct. UPM’s values and UPM Code of Conduct form the framework for all Company operations and set out standards of behavior for UPM employees, including directors and executives.

shareholders represented in the AGM 2025 3,031

88

89

UPM Annual Report 2025

UPM Annual Report 2025