UPM-Kymmene Corporation Stock Exchange Release (Other information disclosed according to the rules of the exchange)October 31, 2026 at 9:00 EET
The partial demerger of UPM-Kymmene Corporation has been registered; WISA Group Plc to be listed on Nasdaq Helsinki
The completion of the partial demerger ("Demerger") of UPM-Kymmene Corporation ("UPM") has today October 31, 2026, been registered with the Finnish Trade Register. On April 29, 2026, UPM announced the approval of the demerger plan for the Demerger (the "Demerger Plan"). According to the Demerger Plan, all assets and liabilities of UPM relating to the UPM Plywood business area, or mainly serving the UPM Plywood business area, are transferred to WISA Group Plc ("WISA Group"), which will be established in the Demerger.
In connection with the completion of the Demerger, Nasdaq Helsinki Ltd ("Nasdaq Helsinki") has approved the listing application for the admission to trading of WISA Group's shares on the regulated market of Nasdaq Helsinki. Trading in WISA Group's shares will commence on November 2, 2026, under the trading code "WISA" (ISIN code: FI4000603XXX). Trading in UPM's shares will continue on the regulated market of Nasdaq Helsinki. In connection with the completion of the Demerger, the new ISIN code for UPM's shares will be FI4000603XXX and the share trading code will continue to be "UPM".
The new shares in WISA Group to be issued as demerger consideration will be registered in the book-entry accounts of UPM's shareholders on or about November 2, 2026. Shareholders of UPM who receive demerger consideration shares can trade in WISA Group's shares starting from November 2, 2026. The Demerger will have no impact on the number of shares in UPM.
In connection with the completion of the Demerger, the shareholders of UPM will receive as demerger consideration one new share in WISA Group for each share they own in UPM. No demerger consideration will be issued to the treasury shares in UPM's possession.
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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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Important information
The distribution of this announcement 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 in any jurisdiction. Any securities referred to in this announcement 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. No securities referred to herein have 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 partial demerger of UPM or the accuracy or the adequacy of this announcement or the Finnish language demerger and listing prospectus (or the English language translation thereof) dated July 16, 2026 published by UPM, as supplemented on August 17, 2026, September 18, 2026, and October 28, 2026. Any representation to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement includes "forward-looking statements" that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of UPM or WISA Group to differ materially from those expressed or implied in the forward-looking statements. Neither UPM, WISA Group, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.
