Shareholders of UPM-Kymmene Corporation approved the partial demerger of the company’s UPM Plywood business into a new listed company, WISA Group Plc, at an Extraordinary General Meeting on August 31, 2026. The transfer of the plywood business to WISA is conditional on completion of the demerger, according to UPM-Kymmene Corporation.

UPM began the separation process after launching a strategic review of its plywood business in September 2025. On April 29, 2026, its Board of Directors approved a demerger plan to transfer all assets and liabilities related to UPM Plywood to a new independent company, WISA Group. UPM said the separation would create a focused platform for the plywood business, simplify governance structures and increase visibility into the unit’s value drivers.

Under the demerger plan, UPM shareholders will receive one WISA share for each UPM share they hold. The planned completion date is October 31, 2026, and trading in WISA shares on Nasdaq Helsinki is expected to begin on November 2, 2026.

The meeting approved a six-member Board of Directors for WISA. Tapio Korpeinen will serve as Chair, while Sakari Ahdekivi, Frank Herrmann, Nina Kiviranta, Mats Nordlander and Emmanuelle Picard will serve as other members. Mats Nordlander will act as Deputy Chair.

The Board will have authority to issue shares and special rights corresponding to a maximum of 25.0 million WISA shares. The authorization can be used for acquisitions, other arrangements or investments, capital structure development, incentive plans and other purposes decided by the Board. It will remain valid until the conclusion of WISA’s first Annual General Meeting.

The Board will also be authorized to acquire or accept as pledge a maximum of 50.0 million WISA shares. The authorization covers acquisitions in one or more instalments and includes purchases through a tender offer or directed acquisitions, subject to Finnish company law. It will remain valid until the conclusion of WISA’s first Annual General Meeting.

For the period from the demerger’s effective date until WISA’s 2027 Annual General Meeting, the Chair will receive a base fee of Euro 50,000, the Deputy Chair Euro 35,000 and other Board members Euro 25,000 each. The Chair will also receive a one-time fee of Euro 30,000, the Deputy Chair Euro 20,000 and each other Board member Euro 15,000 for preparatory work related to the listing.

About 40% of the base and additional fees will be paid in WISA shares purchased on behalf of the Board members, with the remainder paid in cash. Committee fees will be paid in cash. Board and committee members will also receive a meeting fee of Euro 1,000 per meeting and reimbursement of actual travel and accommodation expenses.

The Audit Committee will be chaired by Sakari Ahdekivi, the Nomination and Governance Committee by Tapio Korpeinen, and the Remuneration Committee by Emmanuelle Picard. Ernst & Young Oy was elected as WISA’s auditor, with Authorized Public Accountant Kristina Sandin serving as lead audit partner.

Following completion of the demerger, WISA is planned to receive the UPM Plywood business, which operates seven production units across five locations in Finland and Estonia. The business recorded sales of Euro 409 million and comparable EBITDA of Euro 55 million in 2025 and has theoretical maximum production capacity of about 785,000 m3 per year.

About 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.
        
Source: upm.com