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The plans 2024-2026 within UPM share incentive arrangements

UPM's Board of Directors has approved the commencement of new plans for the period 2024-2026 within the company's two long-term share incentive arrangements: the Performance Share Plan and the Deferred Bonus Plan.

The long-term share incentive arrangements consist of annually commencing new plans subject to the approval of the Board of Directors of UPM in each case.

The Performance Share Plan is targeted at the President and CEO, Group Executive Team members and other selected members of the senior management. The Deferred Bonus Plan is targeted at other key employees.

The earning criteria for the earning period 2024-2026 of the Performance Share Plan are the total shareholder return and selected responsibility performance measures during 2024-2026. Responsibility measures comprise the 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.

The earning criteria for the Deferred Bonus Plan are based on the Group and each business area's EBITDA. The plan for the period 2024-2026 consists of a one-year earning period (2024) and a two-year restriction period following thereafter (2025-2026).

The share incentive plans for the period 2024-2026 cover in total 488 participants. In case all the set performance targets are met in full, the estimated total maximum number of shares to be delivered under these plans is approximately 1,125,000 shares. The above indicated estimate of the maximum share rewards represents the gross value of the rewards of which the applicable taxes will be deducted before the shares are delivered to the participants.

Share delivery will be executed by using already existing shares and the plans, therefore, have no dilutive effect. Besides the attainment of the performance criteria the share reward under both plans is subject to the continuation of the employment. The share rewards earned on the basis of the plans for the period 2024-2026 will be delivered in 2027.

In addition to the Performance Share Arrangement and Deferred Bonus Arrangement UPM currently has also a Restricted Share Arrangement. Further information on this arrangement is available from stock exchange release published on 21 September 2023.

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