UPM Signals Strategic Shift Amid Stability at Annual General Meeting

HELSINKI, FINLAND – April 09, 2026 – UPM-Kymmene Corporation’s Annual General Meeting today balanced a message of stability for shareholders with clear signals of strategic ambition, approving a steady dividend while ushering in new board expertise and granting the company significant financial firepower for the future.

The meeting, held in Helsinki, saw shareholders approve all proposals by the Board of Directors, including the adoption of the 2025 financial statements. The decisions collectively paint a picture of a company reinforcing its financial commitments to investors while simultaneously retooling its leadership and capital structure to navigate the evolving global materials market.

Financial Confidence and Shareholder Returns

In a move signaling confidence in its financial health and cash flow, UPM confirmed a dividend of €1.50 per share for the 2025 financial year. This decision maintains the consistent dividend level seen in recent years, providing a reliable return for investors amidst a dynamic economic environment. The dividend will be paid in two equal instalments of €0.75 per share. The first payment is scheduled for April 21, 2026, with the second to follow on November 6, 2026.

This steady dividend policy is underpinned by the company's performance in a sector that is navigating a complex transition. While traditional paper markets face headwinds, UPM has been actively diversifying into growth areas such as renewable fibers, advanced materials, and decarbonization solutions. Maintaining the dividend suggests that the board believes the company's financial foundation is strong enough to both reward shareholders and continue investing in its strategic transformation.

New Expertise to Steer UPM's Transformation

The most significant strategic signal from the AGM came in the form of a boardroom refresh. Shareholders elected two new members, Magnus Groth and Piia Karhu, to the nine-member Board of Directors, replacing the departing Piia-Noora Kauppi and Kim Wahl. The new appointments bring a potent combination of seasoned industry leadership and cutting-edge digital expertise.

Magnus Groth is a heavyweight in the forest products sector, having most recently served as President and CEO of Essity, a leading global hygiene and health company. His extensive career also includes a tenure as CEO of SCA, which he led through its split into two listed companies. Groth's deep experience in managing large, global organizations in adjacent industries is expected to bring invaluable operational and strategic insights as UPM expands its biomaterials and pulp businesses.

Complementing this is the appointment of Piia Karhu, a recognized leader in digital transformation. As the current Chief Digital Officer at Konecranes and with a background that includes senior digital and commercial roles at Finnair and Nokia, Karhu's expertise is set to be a major asset. Her appointment signals UPM's commitment to accelerating its digital initiatives, from optimizing manufacturing processes with smart technology to developing new data-driven services and enhancing customer experiences. Her background is seen as crucial for a company aiming to innovate beyond traditional product sales and into integrated material solutions.

Building a War Chest for Growth and Flexibility

Beyond leadership, the AGM equipped UPM with formidable financial flexibility for the next 18 months. The Board of Directors received two powerful authorizations that effectively create a strategic war chest.

First, the Board was authorized to issue up to 25,000,000 new shares. This provides the company with a flexible mechanism to raise significant capital for potential large-scale investments, strategic acquisitions, or to fund major expansion projects in its growth areas without relying solely on debt financing.

Second, the Board was granted authorization to repurchase up to 50,000,000 of the company's own shares. This tool allows the company to return excess capital to shareholders, increase earnings per share, and signal management's belief that the stock may be undervalued. It provides a lever to manage the company's capital structure efficiently and can be used to offset dilution from employee incentive programs.

Together, these dual authorizations give UPM's leadership maximum agility to seize opportunities or respond to market shifts, whether through strategic expansion or by enhancing shareholder value through buybacks.

Governance and a Sharpened Focus on Sustainability

The meeting also underscored a deepening focus on governance and non-financial performance. While the base remuneration for the Chair, Deputy Chair, and board members remained unchanged, shareholders approved increased annual fees for the chairs and members of the Audit, Remuneration, and Nomination and Governance committees. This move acknowledges the escalating workload and specialized expertise required to navigate the complexities of modern corporate governance, risk management, and regulatory compliance.

In a particularly forward-looking decision, shareholders approved the election of Ernst & Young Oy not only as the re-elected financial auditor but also as the company’s dedicated sustainability reporting assurer for the 2027 financial period. This move places UPM ahead of the curve in responding to evolving European regulations, namely the Corporate Sustainability Reporting Directive (CSRD).

The CSRD mandates third-party assurance for sustainability data, making it as rigorous as financial reporting. By proactively appointing a dedicated assurer, UPM is reinforcing the credibility of its ESG (Environmental, Social, and Governance) data and demonstrating a firm commitment to transparency. This action is critical for maintaining the trust of investors, customers, and regulators who increasingly rely on verified non-financial information to make decisions. It solidifies UPM's positioning as a leader in sustainability and its pledge to renew products and value chains responsibly.