Sappi Limited · JSE:SAP
Sappi — Merger or Acquisition (December 2025)
16 slides from Sappi's merger presentation, Dec 4, 2025
Slide 1: Sappi & UPM propose formation of European graphic paper Joint Venture
Sappi & UPM propose formation of European graphic paper Joint Venture 1
Slide 2: Forward-looking statements and Regulation G disclosure
Forward-looking statements and Regulation G disclosure Forward-looking statements Certain statements in this release that are neither reported financial results nor other historical information are forward-looking statements, including but not limited to statements that are predictions of or indicat
Slide 3: Summary of the proposed transaction
Summary of the proposed transaction Create a more efficient, adaptable and sustainable graphic paper business in Europe Sappi and UPM have signed a non-binding letter of intent to form a joint venture in the European graphic paper sector Both companies would own a 50% share of the proposed non-liste
Slide 4: Thrive strategy
Thrive strategy The proposed transaction represents a significant step forward in Sappi’s Thrive strategy Transaction unlocks significant value for Sappi Drive operational • Unlocks value of Sappi’s European excellence graphic paper assets • Sappi’s share of the equity accounted income is anticipate
Slide 5: Rationale for the creation of the Joint Venture
Rationale for the creation of the Joint Venture The European graphic paper industry is at a structural crossroads as digital substitution continues, excess capacity persists, and sustainability standards tighten European Declining Industry demand under strain • Graphic paper in decline for decades •
Slide 6: Rationale for the creation of the Joint Venture
Rationale for the creation of the Joint Venture The proposed JV represents a fundamental and necessary step towards securing the long-term viability, competitiveness and resilience of the European graphic paper industry and ensuring security of supply for its customers Financial Customer Resilience
Slide 7: Rationale for Sappi and its shareholders
Rationale for Sappi and its shareholders The proposed JV is deemed to be the best option to maximise value extraction from the graphic paper assets of Sappi Europe Optimise Pathway to Greater returns Financial Sappi’s flexibility reducing market debt exposure • The JV will streamline operations and
Slide 8: Financial summary of the Transaction
Financial summary of the Transaction 50% 50% • Total of 12 mills • 4 mills • 8 mills (communication paper assets only) • Enterprise value €1,420 million (excludes • Enterprise value €320 million • Enterprise value €1,100 million (4.6x LTM potential synergies) (5x FY2025 EBITDA) to September 2025 EBI
Slide 9: Summary of Transaction path forward
Summary of Transaction path forward Sappi enterprise value of €320 million – classified as category 1 Transaction by the JSE and requires approval of shareholders by ordinary resolution at a general meeting. A circular will be distributed in due course Negotiations regarding the details of the JV an
Slide 10: Summary of Transaction path forward - Conditions Precedent
Summary of Transaction path forward - Conditions Precedent The approval of the circular by the JSE and the approval of the Transaction by Sappi shareholders in a general meeting Securing bank financing for the JV Signing of the definitive agreements (1H 2026) The approval of the Transaction by vario
Slide 11: Conclusion
Conclusion Our Thrive strategy in action The Transaction is the most beneficial solution for our European graphic paper business and is value enhancing for Sappi through increased earnings and debt reduction Our direct exposure to graphic paper markets reduces substantially and allows us to focus on
Slide 12: Thank you
Thank you 12
Slide 13: Supplementary information
Supplementary information 13
Slide 14: Sappi assets in scope
Sappi assets in scope Kirkniemi Mill (Finland) Ehingen Mill (Germany) The biggest coated publication paper mill in the world, Located in southern Germany, our Ehingen Mill is an Kirkniemi Mill has a production capacity of 750,000 tons of integrated plant that produces chlorine-free sulphite pulp as
Slide 15: UPM assets in scope
UPM assets in scope* Kymi, Finland Jämsänkoski, Finland RaumaCell, Finland The paper mill is located in The paper mill is located in Jämsä in Located by the sea on the west coast Kuusankoski, Kouvola, Finland, Central Finland, approx. 220 of Finland, some 250 kilometres from some 140 kilometers away
Slide 16: Thank you
Thank you 16