UPM Board Decides to Complete Plywood Demerger for WISA Listing

The Board of Directors of UPM-Kymmene (RPL.DE ) Corporation decided on October 28, 2026 to notify the Finnish Trade Register of the completion of UPM’s partial demerger, with registration planned for October 31, 2026 and trading in shares of the new WISA Group Plc expected to begin on or about November 2, 2026 on the regulated market of Nasdaq Helsinki. The Finnish Financial Supervisory Authority the same day approved a supplement to WISA Group’s demerger and listing prospectus, UPM said in a stock exchange release published at 13:00 EET.

Under the demerger plan approved on April 29, 2026, all assets and liabilities of UPM relating to, or mainly serving, the UPM Plywood business area transfer to WISA Group Plc, a company established in the demerger, which is being executed as a partial demerger under the Finnish Companies Act. UPM’s Extraordinary General Meeting on August 31, 2026 resolved on the demerger in accordance with the plan. Following completion, UPM and WISA Group will be separate companies, and both will continue to operate as independent entities in accordance with their respective strategic objectives. WISA Group will initially have the same shareholder structure as UPM.

Share Consideration and Trading Mechanics

UPM shareholders will receive one new WISA Group share for each UPM share they own as demerger consideration. No demerger consideration will be issued for treasury shares in UPM’s possession. The total number of WISA Group shares to be issued is expected to be 527,324,046, based on the number of UPM shares issued excluding treasury shares, and the demerger will have no impact on the number of UPM shares.

WISA Group shares will trade under the code WISA with ISIN FI4000603345. In connection with completion, UPM’s shares will receive the new ISIN FI4000603337 while continuing to trade under the code UPM. The WISA Group shares will be registered in the book-entry accounts of UPM shareholders on or about November 2, 2026.

Provided completion is registered with the Finnish Trade Register on October 31, 2026, a trade in UPM shares executed on the stock exchange on October 30, 2026 at the latest entitles the buyer to receive demerger consideration shares. All trades in UPM shares made on or before October 30, 2026 that have not been settled by that date will be settled so that investors who acquired UPM shares through such trades receive shares in both UPM and WISA Group at settlement.

No action is required from UPM shareholders to receive the demerger consideration, and the WISA Group shares will be credited automatically to shareholders’ book-entry accounts; a holder of 50 UPM shares will receive 50 WISA Group shares, according to the frequently asked questions on UPM’s demerger page. UPM does not charge any fees from shareholders in connection with the partial demerger, though account operators or brokers may charge fees related to the maintenance of book-entry accounts or the custody of shares.

The supplement approved by the Financial Supervisory Authority relates to WISA Group’s unaudited carve-out financial information as at and for the nine months ended September 30, 2026, WISA Group’s guidance and outlook, and certain technical amendments. UPM will publish the supplement on behalf of WISA Group, and the Finnish-language supplement and its unofficial English translation are available as of October 28, 2026 on UPM’s demerger pages together with the previously published prospectus. UPM published the demerger and listing prospectus on July 16, 2026, and the Financial Supervisory Authority approved earlier supplements on August 17, 2026 and September 18, 2026.

WISA Group Operations and Financial Targets

The separation process began on September 23, 2025, when UPM’s board initiated a strategic review of the UPM Plywood business area. The board approved the demerger plan on April 29, 2026, the Financial Supervisory Authority approved the original prospectus on July 16, 2026, and UPM filed the listing application for WISA Group shares with Nasdaq Helsinki on October 22, 2026. UPM has presented UPM Plywood as discontinued operations in accordance with the IFRS 5 standard in its financial reporting starting from the second quarter of 2026.

UPM describes WISA Group as one of the leading European plywood producers, offering plywood and veneer products for construction, vehicle flooring, LNG shipbuilding, parquet manufacturing and other industrial applications. The company operates seven production units across five locations in Finland and Estonia with a theoretical maximum capacity of approximately 785,000 cubic metres per year. In 2025, the UPM Plywood business area recorded sales of EUR 409 million and comparable EBITDA of EUR 55 million, UPM reported in its April 29, 2026 release announcing the demerger plan.

According to the board’s assessment in April, separating the plywood business into a new publicly listed company would increase shareholder value by creating an integrated platform focused solely on the strategic priorities and growth opportunities of the plywood business, while simplifying governance and decision-making structures and enhancing UPM’s focus on its core businesses. “We believe that this change in our business portfolio will create long-term value for UPM’s shareholders. Separating the plywood business into its own growth path strengthens its future prospects and clarifies UPM’s business portfolio,” Massimo Reynaudo, UPM’s President and CEO, said in that announcement.

UPM’s board has set performance targets for WISA Group of sales over EUR 550 million by 2030, comparable EBIT of 13 per cent of sales by 2030, and net debt to comparable EBITDA under 1.5x, alongside an intended dividend policy of distributing around 50 per cent of the profit for the financial year. In its July 16, 2026 release announcing approval of the original prospectus, UPM identified the targets as forward-looking statements that are not guarantees of future financial performance.

Tuija Suur-Hamari, Executive Vice President of UPM Plywood, has been appointed President and CEO of WISA Group effective upon completion of the demerger, at which point her position in UPM’s Group Executive Team will end. WISA Group’s Group Leadership Team also comprises Pia Helminen, Saara-Maria Helminen (General Counsel), Kristiina Jaaranen (Marketing, Sustainability and Communications), Susanna Rinne (Sales), Juhani Tenhunen (Operations) and Lasse von Hertzen, who was named interim Chief Financial Officer in July 2026 and appointed Chief Financial Officer on September 18, 2026. WISA Group’s carve-out financial statements for the years ended December 31, 2025, 2024 and 2023 were audited by Ernst & Young Oy, with Mikko Järventausta as the auditor with principal responsibility.

As part of preparations for the demerger, UPM agreed on sufficient financing for the demerging plywood business, subject to customary conditions, and conducted a consent solicitation on its fixed-rate green notes due in 2028, 2029, 2031 and 2034 under which the required percentage of noteholders approved amendments waiving certain creditors’ rights in respect of the separation of the plywood business. UPM also received a binding advance ruling from the Finnish Tax Administration under which the demerger will be treated as a tax-neutral partial demerger for income tax purposes as defined in Section 52 c of the Finnish Business Income Tax Act. Nordea Bank Abp (04Q.DE ) acts as UPM’s lead financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor on the demerger.

For shareholders generally taxable in Finland, receipt of WISA Group shares should not, as a rule, result in immediate tax consequences, UPM’s FAQ states. The original acquisition cost of UPM shares will be allocated between UPM and WISA Group shares generally in proportion to their respective net asset values, and the allocation can only be determined once calculations showing the allocation of net assets between UPM and WISA Group are available and the weighted average prices of the two companies’ shares for the first listing day and the first five listing days are known. The Finnish Tax Administration is expected to issue separate guidance confirming the allocation ratio. UPM does not provide tax advice. UPM has said it aims to pay dividends of at least half of comparable earnings per share over time, and its dividend for the financial year 2025 was EUR 1.50 per share.