UPM's Board of Directors has resolved to establish a new share based long-term incentive arrangement and approved the Restricted Share Plan 2024–2027

UPM-Kymmene Corporation        Stock Exchange Release (Other information disclosed according to the rules of the Exchange)        21 September 2023 at 11:45 EEST

UPM's Board of Directors has resolved to establish a new share based long-term incentive arrangement and approved the Restricted Share Plan 2024–2027

UPM's Board of Directors has resolved to establish a new share based long-term incentive arrangement (“Restricted Share Arrangement”) and approve the restricted share plan for the period 2024–2027 (“Restricted Share Plan 2024–2027”).

Restricted Share Arrangement

The purpose of the Restricted Share Arrangement is to function as a complementary share based long-term incentive arrangement for the participants and to serve as a tool in aligning the interests of the participants and the Company's shareholders and, thus, promote favourable development of shareholder value in the long term. In particular, the Restricted Share Arrangement is used as a commitment instrument for individually selected participants in specific recruitment and retention situations. The Restricted Share Arrangement is targeted at the President and CEO, the other Group Executive Team members and the other selected members of the senior management. The President and CEO is not eligible to receive a reward from this Arrangement for retention purposes.

The Restricted Share Arrangement consists of annually commencing four-year plans within which the participants have the opportunity to receive shares as long-term incentive, subject to the approval of the Board of Directors. Each plan under the Restricted Share Arrangement consists of four consecutive years and is divided into two subsequent periods, that is the grant period (“Grant Period”) and the vesting period (“Vesting Period”). The Grant Period comprises the first year of each Plan during which rewards can be granted to the participants. Vesting Period comprises the three-year period following the end of a Grant Period during which share rewards are delivered in instalments to the participants. The first instalment of the reward shall be delivered no earlier than one year after the date the participant was nominated to the Plan.

No earning criteria is applied to the Restricted Share Arrangement and the delivery of the share reward is subject to the continuation of the employment or service.

Restricted Share Plan 2024–2027

The Board of Directors has resolved that the Grant Period of the Restricted Share Plan 2024–2027 commences on 1 January 2024 and ends on 31 December 2024. The Vesting Period for the Restricted Share Plan 2024–2027 will commence on 1 January 2025 and end on 31 December 2027.

The share rewards based on the Restricted Share Plan 2024–2027 will be delivered to participants in annual instalments by the end of 2027. Share delivery of Restricted Share Plan 2024–2027 will be executed by using already existing shares and, therefore, has no dilutive effect.

The maximum aggregated amount of shares that may be granted under the Restricted Share Plan 2024–2027 is 500,000 shares. The maximum aggregated amount of shares represents the gross value of the rewards of which the applicable taxes will be deducted before the shares are delivered to the participants.

Ownership recommendation for the President and CEO and the other Group Executive Team members

In addition, the Board of Directors has resolved to restate the share ownership recommendation for the President and CEO and the other Group Executive Team members as follows: “It is recommended that the President and CEO maintains a share ownership of UPM shares corresponding to a two-year gross base salary and the other Group Executive Team members a share ownership corresponding to a one-year gross base salary. Until the share ownership recommendation is fulfilled, the President and the CEO and the other Group Executive Team members shall retain 50% of the net shares received under the Company's long-term incentive plans”.

In addition to the Restricted Share Arrangement UPM currently has two other share based long-term incentive arrangements: the Performance Share Plan and the Deferred Bonus Plan. Further information on these arrangements is available from stock exchange release on UPM's share based long- term incentive plans published on 16 February 2023.

For further information, please contact:
Riitta Savonlahti, Executive Vice President, Human Resources, tel. +358 2041 50048

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations

UPM, Media Relations
Mon-Fri 9:00–16:00 EEST
tel. +358 40 588 3284
[email protected]

UPM
We deliver renewable and responsible solutions and innovate for a future beyond fossils across six business areas: UPM Fibres, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication Papers and UPM Plywood. As the industry leader in responsibility, we are committed to the UN Business Ambition for 1.5°C and the science-based targets to mitigate climate change. We employ 17,200 people worldwide and our annual sales are approximately EUR 11.7 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – Beyond fossils. www.upm.com

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