Finnish Regulator Approves WISA Demerger Prospectus as UPM Advances Planned Spin-Off

UPM-Kymmene Corporation (“UPM”) announced on April 29, 2026, that the UPM Board of Directors has approved a demerger plan concerning the partial demerger of UPM (the “Demerger Plan”), according to which UPM will demerge so that all assets and liabilities of UPM relating to the UPM Plywood business area, or mainly serving the UPM Plywood business area, are transferred without liquidation to WISA Group Plc (“WISA”), a company to be established in such partial demerger (the “Demerger”). The Board of Directors of UPM has proposed that the Extraordinary General Meeting convened to be held on August 31, 2026 (the “EGM”), would approve the Demerger Plan and resolve on the Demerger as set forth in the Demerger Plan, as well as on the other agenda items of the EGM set out in the notice. The planned completion date of the Demerger is October 31, 2026, and the Demerger is subject to, among other things, approval by the EGM. Trading in the shares of WISA on the regulated market of Nasdaq Helsinki Ltd is expected to begin on November 2, 2026, or as soon as reasonably possible thereafter.

The Finnish Financial Supervisory Authority has today, on July 16, 2026, approved the Finnish language demerger and listing prospectus prepared by UPM on behalf of WISA, concerning the Demerger and application of the shares in WISA to be admitted for trading on the regulated market of Nasdaq Helsinki Ltd (the “Prospectus”). The Prospectus and the English language translation thereof will be available on or about July 16, 2026, on UPM’s website at www.upm.fi/jakautuminen and www.upm.com/demerger.

Overview of WISA

WISA is one of the leading European plywood producers with a strong market position across key end-uses. WISA offers high-quality plywood and veneer products mainly for panel trading and construction, vehicle flooring, LNG shipbuilding, parquet manufacturing and other industrial applications. It operates seven production units across five locations in Finland and Estonia with a theoretical maximum production capacity of approximately 785,000 cubic meters per year.

WISA’s Group Leadership Team composition

UPM announced on April 29, 2026, that the Board of Directors of UPM has appointed Tuija Suur-Hamari as the President and CEO of WISA, subject to the completion of the Demerger.

The Board of Directors of UPM has additionally appointed the following persons to constitute WISA’s Group Leadership Team together with the President and CEO, with effect as of the completion of the Demerger:

- Pia Helminen (Senior Vice President, HR);

- Saara-Maria Helminen (Senior Vice President, General Counsel);

- Kristiina Jaaranen (Senior Vice President, Marketing, Sustainability and Communications);

- Susanna Rinne (Senior Vice President, Sales);

- Juhani Tenhunen (Senior Vice President, Operations); and

- Lasse von Hertzen (interim Senior Vice President, Chief Financial Officer)

The persons appointed to WISA’s Group Leadership Team will continue in their current positions at UPM until the completion of the contemplated Demerger on or about October 31, 2026, in connection with which the appointments related to the Demerger will come into effect.

Upon the completion of the Demerger, Tuija Suur-Hamari’s position in UPM’s Group Executive Team will end, due to her transition to the role of WISA’s President and CEO.

WISA’s financial targets

The Board of Directors of UPM has set the following performance targets for WISA:

• Sales over EUR 550 million by 2030;

• Comparable EBIT, % of sales of 13 per cent by 2030;

• Net debt / Comparable EBITDA under 1.5x;

In addition, WISA’s intended dividend distribution policy is to distribute around 50 per cent of the profit for the financial year as a dividend.

The financial targets constitute forward-looking statements that are not guarantees of future financial performance. WISA’s actual results may differ materially from the results presented in or implied by such forward-looking statements as a result of numerous factors.

Key areas of WISA’s strategy

The Prospectus includes description of WISA’s strategy, which is focused on the following areas:

• Premium focus: WISA’s strategy is based on value creation and differentiation. Operations are focused on end uses where WISA has an advantage due to its high-quality products, services and expertise, enabling premium pricing.

• Partnership-led commercial model: WISA emphasizes close, partnership-like relationships with its customers to drive customer satisfaction and retention.

• Two strategic product lines: WISA’s product offering consists of softwood and hardwood products, enabling customers to purchase both products from one supplier. This differentiates WISA from its many competitors. Having two strategic product lines also serves as a risk mitigation against fluctuations in supply and demand.

• Operational efficiency: WISA has been able to control its margins in challenging market environments. Furthermore, WISA has available capacity to increase production volumes when the economic activity recovers in Europe.

• Continuous improvement and cost control: WISA continuously develops its processes by executing targeted investments, standardizing its processes and increasing use of digital tools.

Key financials of WISA

The Prospectus includes WISA’s audited carve-out financial statements as at and for the years ended December 31, 2025, 2024, and 2023 and the unaudited carve-out financial information of WISA as at and for the three months ended March 31, 2026, including unaudited comparative financial information as at and for three months ended March 31, 2025.

WISA’s carve-out financial statements as at and for the years ended December 31, 2025, 2024, and 2023 have been audited by Ernst & Young Oy, Authorised Public Accountants, with Authorised Public Accountant (KHT) Mikko Järventausta as the auditor with the principal responsibility. The Prospectus also includes unaudited pro forma financial information illustrating the effect of the Demerger to WISA’s historical carve-out financial information had the Demerger been consummated at an earlier point in time. The Unaudited Pro Forma Financial Information is prepared for illustrative purposes only.