Resolutions of UPM-Kymmene Corporation's Extraordinary General Meeting

UPM-Kymmene Corporation Stock Exchange Release (Decisions of extraordinary general meeting) August 31, 2026 at 15:30 EEST

Resolutions of UPM-Kymmene Corporation's Extraordinary General Meeting

The Extraordinary General Meeting of UPM-Kymmene Corporation (the “Company” or “UPM”), which was held today, on August 31, 2026, resolved on the partial demerger of the Company and, as part of the demerger resolution and conditional upon the completion of the demerger, on the establishment of a new independent company to be named WISA Group Plc (”WISA”), the composition of the Board of Directors of WISA, and the authorization of the Board of Directors of WISA to issue shares and special rights entitling to shares in WISA and to decide on the acquisition of WISA’s own shares. The Extraordinary General Meeting resolved, conditional upon the completion of the demerger, on the remuneration of the Board of Directors, the election and remuneration of the auditor of WISA.

Resolution on the partial demerger of UPM

The Extraordinary General Meeting resolved on the partial demerger of UPM in accordance with the demerger plan approved and signed by the Board of Directors on April 29, 2026, and approved the demerger plan. As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting resolved on the incorporation of WISA and the approval of its Articles of Association.

Composition of the Board of Directors of WISA

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting confirmed the number of members of the Board of Directors of WISA as six. Tapio Korpeinen was elected as Chair of the Board of Directors, and Sakari Ahdekivi, Frank Herrmann, Nina Kiviranta, Mats Nordlander and Emmanuelle Picard were elected as other members of the Board of Directors of WISA. In accordance with the demerger and listing prospectus published on July 16, 2026, Mats Nordlander will act as Deputy Chair of the Board. Further, in accordance with the demerger and listing prospectus, the Audit Committee will be formed by Sakari Ahdekivi (Chair), Frank Herrmann and Nina Kiviranta, the Nomination and Governance Committee will be formed by Tapio Korpeinen (Chair), Mats Nordlander and Nina Kiviranta, and the Remuneration Committee will be formed by Emmanuelle Picard (Chair), Sakari Ahdekivi and Tapio Korpeinen. The term of the members of the Board of Directors shall commence on the effective date and expire at the end of the first Annual General Meeting of WISA following the effective date.

Authorizing the Board of Directors of WISA to issue shares and special rights entitling to shares in WISA

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorized the Board of Directors of WISA to decide on the issuance of shares and special rights entitling to shares in WISA under the following terms and conditions:

As set out in detail in Section 18.1 of the demerger plan, the Board of Directors of WISA is, by virtue of the authorization, authorized to decide, following the completion of the demerger, on the issuance of shares, as well as the issuance of option rights and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act entitling to shares, so that a maximum of 25,000,000 shares in WISA in total may be issued or transferred under the authorization.

The authorization may be used for the financing or implementation of potential acquisitions or other arrangements or investments relating to WISA’s business, the developing of the capital structure of WISA, the implementation of WISA’s incentive plans, or for other purposes as decided by the Board of Directors of WISA.

The authorization entitles the Board of Directors of WISA 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’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 itself.

The authorization is valid until the conclusion of the first Annual General Meeting held by WISA.

Authorizing the Board of Directors of WISA to decide on the acquisition of WISA’s own shares and on acceptance as pledge of WISA’s own shares

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorized the Board of Directors of WISA to decide on the acquisition of WISA’s own shares and on acceptance as pledge of WISA’s own shares under the following terms and conditions:

As set out in detail in Section 18.2 of the demerger plan, the Board of Directors of WISA is, by virtue of the authorization, authorized to decide, following the completion of the demerger, on the acquisition of WISA’s own shares and on the acceptance as pledge of WISA’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’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, to be transferred further, or for other purposes determined by the Board, or they may be accepted as pledge. The authorization entitles the Board of Directors of WISA to decide 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.

Remuneration of the Board of Directors of WISA

Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that for the term commencing on the effective date of the demerger and ending at the conclusion of the Annual General Meeting of WISA in 2027, the Chair of the Board of Directors of WISA will be paid a base fee of EUR 50,000, the 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 Chair of the Board of Directors of WISA will be paid an additional one-time fee of EUR 30,000, the Deputy Chair of the Board of Directors an additional one-time fee of EUR 20,000 and each of the other members of the Board of Directors an additional one-time fee of EUR 15,000 as compensation for preparatory work carried out prior to the effective date of the demerger in connection with the listing of WISA.

The Extraordinary General Meeting further resolved that the members of WISA’s Board committees will be paid the committee fees for the term commencing on the effective date of the demerger and ending at the conclusion of the Annual General Meeting of WISA in 2027 as follows:

- Audit Committee: Chair EUR 8,000 and each member EUR 4,000
- Remuneration Committee: Chair EUR 5,000 and each member EUR 4,000
- Nomination and Governance Committee: Chair EUR 5,000 and each member EUR 4,000.

The base fees and additional fees are paid in company shares and cash so that approximately 40 per cent will be payable in WISA’s shares to be purchased on the Board members’ behalf, and the rest in cash. The committee fees are 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.

WISA will pay any costs and transfer tax related to the purchase of the company 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 Extraordinary General Meeting further resolved that the members of the Board of Directors and Board committees of WISA will 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.

WISA’s Auditor

Conditional upon the completion of the demerger, the Extraordinary General Meeting elected Ernst & Young Oy, a firm of authorized public accountants, as WISA’s auditor. Ernst & Young Oy has informed that Authorized Public Accountant (KHT) Kristina Sandin would act as the lead audit partner.

Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that the remuneration and reimbursements of the auditor to be elected to WISA be paid against invoices approved by WISA.

Minutes of the Extraordinary General Meeting

The minutes of the Extraordinary General Meeting will be available on the company's website www.upm.com/egm2026 no later than September 14, 2026.

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UPM
UPM is a material solutions company, renewing products and entire value chains with an extensive portfolio of renewable fibres, advanced materials, decarbonization solutions, and communication papers. Our performance in sustainability has been recognized by third parties, including EcoVadis and the Dow Jones Sustainability Indices. We operate globally and employ approximately 15,100 people worldwide, with annual sales of approximately €9.7 billion. Our shares are listed on Nasdaq Helsinki Ltd.
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