Notice of the Extraordinary General Meeting of UPM-Kymmene Corporation
Notice of the Extraordinary General Meeting of UPM-Kymmene Corporation |
| [16-July-2026] |
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 As set out in detail in Section 18.1 of the Demerger Plan, the Board of Directors of WISA Group is proposed to be authorized to decide, following the completion of the Demerger, on the issuance of shares, option rights and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act entitling to shares in WISA Group. Under the authorization, the Board of Directors may decide on the issuance of WISA Group shares, option rights and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act entitling to shares in one or more instalments so that a maximum of 25,000,000 shares in WISA Group in total may be issued or transferred. The authorization may be used for the financing or implementation of potential acquisitions or other arrangements or investments relating to WISA Group's business, the developing of the capital structure of WISA Group, the implementation of WISA Group's incentive plans, or for other purposes as decided by the Board of Directors of WISA Group. The authorization entitles the Board of Directors to decide on all terms and conditions of the share issue and issuance of special rights. The authorization includes the right to issue shares also otherwise than in proportion to the shareholdings of WISA Group's shareholders under the conditions provided in the law, the right to issue shares with or without payment, and the right to decide on a share issue without payment to WISA Group itself. The authorization is valid until the conclusion of the first Annual General Meeting held by WISA Group. d) Authorization to decide on the acquisition of WISA Group's own shares and on the acceptance as pledge of WISA Group's own shares As set out in detail in Section 18.2 of the Demerger Plan, the Board of Directors of WISA Group is proposed to be authorized to decide, following the completion of the Demerger, on the acquisition of WISA Group's own shares and on the acceptance as pledge of WISA Group's own shares. Under the authorization, the Board may resolve to acquire or accept as pledge in one or more instalments a maximum of 50,000,000 of WISA Group's own shares. The consideration payable for shares under the authorization shall be based on the price formed on the securities markets or otherwise in a competitive process. The authorization includes the right, subject to the prerequisites of the Finnish Companies Act being fulfilled, to acquire shares through a tender offer made to all shareholders on equal terms, but also otherwise than in proportion to the shareholders' shareholdings (directed acquisition). Own shares may be acquired to be cancelled, to be held by WISA Group, to be transferred further, or for other purposes determined by the Board, or they may be accepted as pledge. The Board of Directors of WISA Group decides on all other terms and conditions of the acquisition of own shares or their acceptance as pledge. The authorization is valid until the conclusion of the first Annual General Meeting held by WISA Group. 7. Resolution on the remuneration of the members of the Board of Directors of WISA Group The Board of Directors of UPM proposes that, for the term commencing on the Effective Date and ending at the conclusion of the Annual General Meeting of WISA Group in 2027, the Chair of the Board of Directors of WISA Group be paid a base fee of EUR 50,000, the possible Deputy Chair of the Board of Directors a base fee of EUR 35,000 and each of the other members of the Board of Directors a base fee of EUR 25,000. In addition, the Board of Directors of UPM proposes that the Chair of the Board of Directors of WISA Group be paid an additional fee of EUR 30,000, the possible Deputy Chair of the Board of Directors an additional fee of EUR 20,000 and each of the other members of the Board of Directors an additional fee of EUR 15,000 as compensation for preparatory work carried out prior to the Effective Date in connection with the listing of WISA Group. The fee is a one-time compensation for work conducted prior to the listing. The Board of Directors of UPM further proposes that the members of WISA Group's Board committees be paid the committee fees for the term commencing on the Effective Date and ending at the conclusion of the Annual General Meeting of WISA Group in 2027 as follows:
The base fees and additional fees are proposed to be paid in WISA Group shares and cash so that approximately 40 per cent will be payable in WISA Group shares to be purchased on the Board members' behalf, and the rest in cash. WISA Group will pay any costs and transfer tax related to the purchase of the company's shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director's membership of the Board has ended, whichever occurs first. The committee fees are proposed to be paid in cash. If the term of a member of the Board terminates before the Annual General Meeting of 2027, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit. In addition, UPM's Board of Directors proposes that the members of the Board of Directors and Board committees of WISA Group be paid, from the date of the Extraordinary General Meeting resolving on the election of members of the Board of Directors, a meeting fee of EUR 1,000 per meeting and that members of the Board of Directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoices. 8. Resolution on the remuneration of the auditor of WISA Group The Board of Directors of UPM proposes that the remuneration and reimbursements of the auditor to be elected to WISA Group be paid against invoices approved by WISA Group. 9. Election of the auditor of WISA Group According to the proposed Articles of Association of WISA Group, an audit firm approved by the Finnish Patent and Registration Office shall be appointed as the auditor of WISA Group. The Board of Directors of UPM proposes that Ernst & Young Oy, a firm of authorized public accountants, be elected as WISA Group's auditor. Ernst & Young Oy has informed that Authorized Public Accountant (KHT) Kristina Sandin would act as the lead audit partner. 10. Closing of the meeting B. Documents of the Extraordinary General Meeting This notice, including all the proposals on the agenda of the Extraordinary General Meeting, is available on UPM's website at www.upm.com/egm2026, in addition to which it will be sent by mail to each shareholder whose address is known to the Company. The Demerger Plan (which includes the proposal for the Articles of Association of WISA Group, the Auditor's statement on the Demerger Plan and a preliminary illustration of the balance sheets of the Company and WISA Group), the Company's annual reports for the years ended December 31, 2025, 2024 and 2023 (including the Financial Statements, the Report of the Board of Directors, and the Auditor's Report), the Company's interim reports for the three and six months ended March 31, 2026 and June 30, 2026, the minutes of the Company's Annual General Meeting held on April 9, 2026, and all other documents which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of July 31, 2026, at the latest. The above-mentioned documents are also available at the venue of the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as of September 14, 2026, at the latest. The Company will prepare and publish a Finnish language demerger and listing prospectus and an English language translation thereof, which will contain more detailed information on the Demerger and on WISA Group. The demerger and listing prospectus will be made available at www.upm.com/egm2026 prior to the Extraordinary General Meeting. C. Instructions for the participants of the Extraordinary General Meeting 1. Shareholders registered in the shareholders' register Each shareholder who is registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the Extraordinary General Meeting, which is on August 19, 2026, has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders' register of the Company. Preregistration for the Extraordinary General Meeting and advance voting commence on July 17, 2026, at 9:00 (EEST). Further information and instructions on the advance voting are provided below in section C.3. A shareholder who is registered in the shareholders' register of the Company and who wishes to participate in the Extraordinary General Meeting shall preregister for the meeting no later than Monday, August 24, 2026 by 16:00 (EEST) by giving a prior notice of attendance, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given: a) on the Company's website at www.upm.com/egm2026. Electronic registration requires strong authentication of the shareholder or their legal representative or proxy with Finnish, Swedish, or Danish online banking codes, or a mobile certificate. If a shareholder uses the electronic suomi.fi authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with the Finnish online banking codes or a mobile certificate. b) by e-mail to agm@upm.com, or c) by regular mail to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland. In connection with the prior notice of attendance, a shareholder shall notify the required information, e.g. their name, date of birth or business identity code, address, telephone number and/or e-mail address, the name of a possible assistant and the name and date of birth of a possible proxy representative as well as the telephone number and/or e-mail address of the proxy representative. The personal data is used only in connection with the Extraordinary General Meeting and processing of related necessary registrations. Shareholders who preregister for the Extraordinary General Meeting by e-mail or regular mail can use the registration and advance voting form available on the Company's website at www.upm.com/egm2026 for the registration and possible advance voting. The shareholder and proxy representative shall, upon request, be able to prove their identity and/or right of representation at the meeting. Further information on registration and advance voting is available by telephone during the registration period of the Extraordinary General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays 9:00–12:00 and 13:00–16:00 (EEST). 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which she/he on the record date of the Extraordinary General Meeting, i.e., on August 19, 2026, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders' register held by Euroclear Finland Oy by 10:00 (EEST) on August 26, 2026, at the latest. As regards nominee registered shares, this constitutes a due registration for the Extraordinary General Meeting. Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and voting instructions and preregistration and advance voting for the Extraordinary General Meeting. The account management organization of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the Extraordinary General Meeting temporarily in the shareholders' register of the Company at the latest by the time stated above, and, if necessary, arrange for advance voting on behalf of the holder of nominee registered shares before the end of the registration period for holders of nominee registered shares. Further information on these matters can also be found on the Company's website at www.upm.com/egm2026. 3. Advance voting A shareholder whose shares are registered on their personal Finnish book-entry account may vote in advance: a) on the Company's website at www.upm.com/egm2026. Logging in to advance voting happens in the same way as logging in to registration to the meeting as instructed in this notice under section C.1. b) by e-mail or by regular mail by submitting the advance voting form, which is available on the Company's website at www.upm.com/egm2026, or corresponding information, to Innovatics Ltd by e-mail to agm@innovatics.fi or by regular mail addressed to Innovatics Ltd, General Meeting / UPM-Kymmene Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. Advance voting commences on July 17, 2026, at 9:00 (EEST), and ends on August 24, 2026, at 16:00 (EEST) by which date and time the advance votes shall be received. If a shareholder participates in the Extraordinary General Meeting by submitting votes in advance to Innovatics Ltd before the deadline for registration and advance voting, the submission constitutes due registration for the Extraordinary General Meeting, provided that it contains the information required for registration, as mentioned above in section C.1. A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Extraordinary General Meeting or vote on a possible counterproposal if they are present or represented at the Extraordinary General Meeting at the meeting venue. For holders of nominee registered shares, advance voting will take place through the account operator. The account operator may vote in advance on behalf of the holders of nominee registered shares represented by the account operator in accordance with their voting instructions during the registration period set for nominee registered shares. An agenda item subject to advance voting is considered to have been presented unchanged to the Extraordinary General Meeting. Instructions regarding the electronic advance voting are also available on the Company's website at www.upm.com/egm2026. 4. Proxy representatives and powers of attorney A shareholder may participate and exercise their rights in the Extraordinary General Meeting through a proxy representative. The proxy representative shall authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder who they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting. A proxy template is available on the Company's website at www.upm.com/egm2026. If a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting. The signed proxy documents should be submitted to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland or agm@upm.com, prior to the end of the registration period. The original proxy document shall be presented to the Company upon request. In addition to submitting proxy documents, a shareholder or their proxy representative shall ensure that the shareholder has registered for the Extraordinary General Meeting in the manner described above in this notice. Shareholders can also use the electronic suomi.fi authorization service instead of a traditional proxy document. In this case, the shareholder authorizes a representative in the suomi.fi service at www.suomi.fi/e-authorizations by using the mandate theme "Representation at the General Meeting". In the preregistration service of the General Meeting, the authorized representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorization is verified automatically. Strong electronic authentication can be conducted with the Finnish online banking codes or a mobile certificate. Further information is available at www.suomi.fi/e-authorizations and on the Company's website at www.upm.com/egm2026. 5. Other information The meeting language is Finnish, but some of the presentations may be held in English. There is simultaneous interpretation available both into Finnish and English at the meeting venue. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to ask questions with respect to the matters to be considered at the meeting. Changes in the number of shares held after the record date of the Extraordinary General Meeting shall not have an effect on the right to participate in the meeting nor on the number of votes held by a shareholder in the meeting. On the date of this notice of the Extraordinary General Meeting, the Company has 527,735,699 shares representing the same number of votes. Helsinki, July 16, 2026 UPM, Media relations UPM Follow us on LinkedIn | YouTube | Instagram | #UPM #materialsolutions #WeRenewTheEveryday Important information The distribution of this notice may, in certain jurisdictions, be restricted by law. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy any shares in UPM or WISA Group in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The shares to be issued as Demerger Consideration have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States. The shares to be issued as Demerger Consideration have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the Demerger or the accuracy or the adequacy of the disclosures contained in this notice. Any representation to the contrary is a criminal offence in the United States. This information was brought to you by Cision http://news.cision.com
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Company Codes: Bloomberg:UPM@FH,Helsinki:UPM,ISIN:FI0009005987,RICS:UPM.HE |
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