HELSINKI-- September 01, 2026 -- UPM-Kymmene Corporation's Extraordinary General Meeting approved a partial demerger on August 31, 2026, clearing the way to spin off a new independent company, WISA Group Plc. Shareholders confirmed the demerger plan signed by UPM's Board on April 29, 2026, and approved WISA's Articles of Association, its six-member Board of Directors, and share-issuance and buyback authorizations for the new entity. All resolutions concerning WISA remain conditional on completion of the demerger.
UPM shareholders confirm six-member WISA board led by Tapio Korpeinen
The meeting confirmed Tapio Korpeinen as Chair of WISA's Board, with Mats Nordlander serving as Deputy Chair. Sakari Ahdekivi, Frank Herrmann, Nina Kiviranta and Emmanuelle Picard were elected as the remaining four directors. Ahdekivi will chair the Audit Committee alongside Herrmann and Kiviranta, Korpeinen will chair the Nomination and Governance Committee with Nordlander and Kiviranta, and Picard will chair the Remuneration Committee with Ahdekivi and Korpeinen. Board terms begin on the demerger's effective date and run until WISA's first Annual General Meeting.
WISA board gains authority to issue up to 25 million new shares
Shareholders authorized WISA's Board to issue a maximum of 25,000,000 shares, or option rights and other special rights convertible into shares, once the demerger takes effect. The mandate, detailed in Section 18.1 of the demerger plan, covers acquisitions, capital-structure adjustments and incentive plans, and permits issuance without payment or outside shareholders' pre-emptive rights. The authorization expires at the conclusion of WISA's first Annual General Meeting.
Buyback mandate lets WISA repurchase up to 50 million own shares
A separate authorization permits WISA's Board to acquire or accept as pledge up to 50,000,000 of the company's own shares in one or more tranches, under Section 18.2 of the demerger plan. Pricing must reflect securities-market levels or a competitive process, and the mandate allows directed acquisitions outside proportional shareholdings as well as tender offers to all shareholders. This authorization also runs until WISA's first Annual General Meeting.
Board fees mix cash and shares, with one-time listing payments approved
For the period from the demerger's effective date through WISA's 2027 Annual General Meeting, the Chair will receive a base fee of EUR 50,000, the Deputy Chair EUR 35,000, and other directors EUR 25,000 each. One-time fees of EUR 30,000 for the Chair, EUR 20,000 for the Deputy Chair and EUR 15,000 for other members will cover preparatory work tied to WISA's listing. Roughly 40 percent of base and one-time fees will be paid in WISA shares, with the remainder in cash; committee fees and a EUR 1,000 per-meeting fee will be paid entirely in cash. Shares purchased for directors cannot be transferred for two years or until board membership ends.
Ernst & Young Oy named WISA's auditor with Kristina Sandin as lead partner
Shareholders elected Ernst & Young Oy as WISA's auditor, conditional on the demerger's completion, with Authorized Public Accountant Kristina Sandin set to serve as lead audit partner. Auditor remuneration will be paid against invoices approved by WISA. Minutes from the Extraordinary General Meeting will be published on UPM's website no later than September 14, 2026.