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Audit

According to the Articles of Association, UPM has one auditor which shall be a firm of authorised public accountants, whose lead audit partner is an authorised public accountant (KHT). The Annual General Meeting (AGM) elects the auditor and resolves on the auditor’s remuneration. The term of office of the Auditor shall be a financial period. The Board of Directors’ Audit Committee prepares the Board's proposal to the AGM for the company’s auditor and for the auditor's remuneration and recommends to the Board the election of the auditor.

Auditor

The AGM 2024 re-elected Ernst & Young Oy, a firm of authorised public accountants, as the auditor for the financial period 2025 with Authorised Public Accountant (KHT) Heikki Ilkka as the lead audit partner. The AGM 2025 re-elected Ernst & Young Oy as the auditor for the financial period 2026. The AGMs further resolved that the audit fees will be paid against invoices approved by the Board of Directors’ Audit Committee.

Sustainability reporting assurer

The Company shall also have one sustainability reporting assurer which shall be a sustainability audit firm approved by the Finnish Patent and Registration Office. The term of office of the sustainability reporting assurer shall be a financial period.

The AGM 2025 elected Ernst & Young Oy, a firm of authorised sustainability audit, as the sustainability reporting assurer for the financial periods 2025 and 2026 with the Authorised Sustainability Auditor (KRT) Heikki Ilkka as principally responsible sustainability reporting assurer. The election of the sustainability reporting assurer was made for the financial period of the election and the financial period commencing next after the election so that the term of office of the sustainability reporting assurer would be aligned with the term of office of the auditor in future.

The assurance fee €0.3 million related sustainability reporting for the financial period 2024 is presented as a part of audit-related services in the table below.

The Audit Committee evaluates the auditor’s independence, audit and services annually. In addition, the Audit Committee arranges audit tendering processes at regular intervals. The auditor’s term of office covers the company’s financial period (calendar year). As a rule, the audit firm elected by UPM’s AGM performs the audit of the company’s Finnish subsidiaries as well, and audit firms belonging to the same chain with it audit the company's other subsidiaries.

The auditor provides UPM’s shareholders with the statutory Auditor’s Report in connection with the financial statements and reports on its audit findings to the Board of Directors and to the Audit Committee semiannually or quarterly, respectively.

The Audit Committee reviews the auditor’s annual audit plan and approves the framework for the fees related to audit and non-audit services. The auditor reports on its audit procedures and non-audit services and incurred fees to the committee quarterly. The committee reviews the related invoices and, if they are in line with the audit plan and within the agreed framework, approves them.

PricewaterhouseCoopers Oy

Ernst & Young Oy