UPM拟召开特别股东大会审议胶合板业务分拆，股东按1:1获WISA Group股份

Notice of the Extraordinary General Meeting of UPM-Kymmene Corporation
UPM-Kymmene Corporation Stock Exchange Release (Notice to general meeting) July 16, 2026 at 13:00 EEST
HELSINKI, July 16, 2026 /PRNewswire/ -- Notice is given to the shareholders of UPM-Kymmene Corporation (the "Company" or "UPM") of the Extraordinary General Meeting to be held on Monday, August 31, 2026 starting at 14:00 (EEST) at the Congress Wing of Helsinki Expo and Convention Centre (Messukeskus), entrance at Rautatieläisenkatu 3, 00520 Helsinki, Finland. The reception of attendees who have registered for the meeting will commence at 13:00 (EEST) at the meeting venue.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in section C of this notice.
Shareholders may follow the meeting through a webcast. Instructions for following the webcast and obtaining the webcast link are available at www.upm.com/egm2026. The webcast starts on August 31, 2026 at 14:00 (EEST). It is not possible to ask questions, make counterproposals, otherwise speak, or vote through the webcast. Following the webcast is not considered as participation in the Extraordinary General Meeting or exercise of shareholder rights.
Coffee will not be served in connection with the Extraordinary General Meeting.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Approval of the Demerger Plan and resolving on the Partial Demerger
The Board of Directors of UPM proposes to the Extraordinary General Meeting that the Extraordinary General Meeting resolves on the partial demerger in accordance with the demerger plan approved by the Board of Directors on April 29, 2026 (the "Demerger Plan") and approves the Demerger Plan so that, as part of the demerger resolution, the Extraordinary General Meeting resolves as a whole on the matters presented below conditional upon the completion of the demerger. The resolution on the approval of the Demerger Plan and on the partial demerger shall be made by a qualified majority of two-thirds (2/3) of the votes cast and the shares represented at the Extraordinary General Meeting. The Demerger Plan is available on UPM's website at www.upm.com/egm2026.
According to the Demerger Plan, UPM will demerge so that all assets and liabilities of UPM relating to the UPM Plywood business area, or predominantly serving the UPM Plywood business area, are transferred to WISA Group Plc ("WISA Group"), a company to be established in the demerger (the "Demerger").
The purpose of the Demerger is to separate the UPM Plywood business area from UPM into a standalone company. The planned date of registration of the completion of the Demerger (the "Effective Date") is on or about October 31, 2026. The actual Effective Date may change in accordance with the Demerger Plan.
If the Board of Directors of UPM concludes that the completion of the Demerger is no longer in the best interest of UPM and its shareholders due to a change in circumstances that has occurred or arisen after the Demerger Plan has been signed, the Board of Directors of UPM may, at any time prior to the completion of the Demerger (also after the Extraordinary General Meeting resolving on the Demerger), resolve not to complete the Demerger. In such case, the Demerger will lapse.
In accordance with the Demerger Plan, the shareholders of UPM will, as demerger consideration, receive one (1) new share in WISA Group for each share owned in UPM (the "Demerger Consideration"), that is, the Demerger Consideration will be issued to UPM's shareholders in proportion to their shareholdings with a ratio of 1:1. The Demerger Consideration will be issued through the book-entry securities system maintained by Euroclear Finland Oy and will be distributed automatically, meaning that no action is required from the shareholders of UPM in relation thereto. UPM's shareholders will retain their shareholdings in UPM. The allocation of the Demerger Consideration is based on the shareholding in UPM on the Effective Date.
UPM intends to apply for admitting the shares of WISA Group for trading on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). Trading in the shares of WISA Group on Nasdaq Helsinki is expected to commence on or about November 2, 2026, or as soon as possible thereafter.
As part of the resolution on the Demerger, the Extraordinary General Meeting shall decide on the following matters, conditional upon the completion of the Demerger.
a) The incorporation of WISA Group and approval of its Articles of Association
WISA Group will be incorporated in connection with the registration of the completion of the Demerger on the Effective Date. It has been proposed that the company name of WISA Group be WISA Group Plc (in Finnish WISA Group Oyj), and WISA Group's proposed Articles of Association are included in full as an appendix to the Demerger Plan.
b) The number of members of the Board of Directors and election of the members of the Board of Directors of WISA Group
According to the proposed Articles of Association of WISA Group, the Board of Directors of WISA Group comprises a minimum of four (4) and a maximum of eight (8) members. The term of office of the members of the Board of Directors of WISA Group shall commence on the Effective Date and expire at the end of the Annual General Meeting of WISA Group following the Effective Date.
The Board of Directors of UPM proposes that the number of members of the Board of Directors of WISA Group shall be six (6). Should any of the proposed candidates withdraw their consent or otherwise not be available for election at the Extraordinary General Meeting, the number of members of the Board of Directors of WISA Group is proposed to be the number of available candidates.
The Board of Directors of UPM proposes that Tapio Korpeinen be elected as Chair of the Board of Directors, and that Sakari Ahdekivi, Frank Herrmann, Nina Kiviranta, Mats Nordlander and Emmanuelle Picard be elected as other members of the Board of Directors of WISA Group. The Board of Directors elects the Chair of each Board committee from among its members. The Board of Directors may also elect a Deputy Chair from among its members. All candidates have given their consent to the election. Should any of the proposed candidates withdraw their consent or otherwise not be available for election at the Extraordinary General Meeting, the remaining available candidates are proposed to be elected as presented above. All candidates except Tapio Korpeinen are expected to be independent of WISA Group and its significant shareholders, once WISA Group has been registered. Tapio Korpeinen currently serves as UPM's Chief Financial Officer and is a member of its Group Executive Team, and he therefore belongs to UPM's operative management. In assessing independence, it has been taken into account that UPM will be a significant raw material supplier to WISA Group under a wood supply agreement to be entered into between the companies. UPM has announced in its stock exchange release on March 16, 2026, that Korpeinen will step down from UPM's Group Executive Team on December 31, 2026, upon reaching his contractual retirement age, and will thereafter no longer belong to the Company's management. Accordingly, all candidates to the Board of Directors of WISA Group, including Korpeinen, are expected to be independent of the company and its significant shareholders after December 31, 2026.
Short presentations of the proposed members of the Board of Directors of WISA Group are available on UPM's website at www.upm.com/egm2026.
c) Authorization to decide on the issuance of shares and special rights entitling to shares in WISA Group
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