#Finland #Helsinki #UPM-Kymmene #WISA Group #Demerger

UPM-Kymmene Corporation's Extraordinary General Meeting Resolutions

On August 31, 2026, UPM-Kymmene Corporation, a leading materials solutions company, convened an Extraordinary General Meeting (EGM) that resulted in several significant decisions aimed at restructuring the company for future endeavors. This meeting has laid the groundwork for the forthcoming formation of an independent company named WISA Group Plc (WISA).

Key Resolutions from the Meeting

At the EGM, the shareholders voted in favor of a partial demerger of UPM-Kymmene, as outlined in the demerger plan that had been approved earlier by the Board of Directors. The demerger is a strategic move intended to optimize the operational focus of the company, marking a pivotal shift in its organizational structure. The establishment of WISA reflects UPM’s dedication to further innovation and sustainability in material solutions.

Board Composition of WISA

As part of the demerger's resolution, the meeting confirmed the composition of WISA's Board of Directors, consisting of six members. Tapio Korpeinen will serve as the Chair, while the other members, appointed during the EGM, include prominent figures in various industries: Sakari Ahdekivi, Frank Herrmann, Nina Kiviranta, Mats Nordlander, and Emmanuelle Picard. Notably, Nordlander will assume the role of Deputy Chair. The structured committees, critical for governance, have also been proposed, ensuring thorough oversight and guidance for WISA’s operations.

Authorizations Granted to the Board of Directors

One of the significant outcomes of the meeting was the authorization for WISA's Board of Directors to issue shares and define special rights concerning share distribution. The meeting approved a maximum of 25 million shares to be issued or transferred under specified conditions, aimed at financing potential acquisitions and investments pivotal for WISA’s growth trajectory. This flexibility in share issuance will play a crucial role in uplifting WISA’s financial framework and capital strategy post-demerger.

Further, the resolution included allowing WISA's Board to decide on the acquisition of its shares, providing a maximum of 50 million shares to be bought back or accepted as pledges. This is seen as a tactical move to navigate through market fluctuations and optimize shareholder return strategies effectively.

Board Compensation Structures

The EGM decided on the remuneration of WISA's Board members, establishing a comprehensive pay structure to ensure competitive compensation that reflects their responsibilities. The Chair will receive an annual fee of €50,000, while other members will earn €25,000 each. Additional one-time fees are allocated for preparatory work leading to the demerger, showcasing the commitment to fair representation and incentivizing effective leadership.

Auditor Appointment and Oversight

Emphasizing the necessity for accountability, Ernst & Young Oy was elected as WISA’s external auditor, enhancing transparency in financial practices. Kristina Sandin will act as the lead audit partner, ensuring that comprehensive audits align WISA's financial reporting with the highest standards of corporate governance.

Conclusion

In conclusion, the decisions made at the Extraordinary General Meeting mark a transformative phase for UPM-Kymmene Corporation as it embarks on a journey towards creating WISA Group Plc. With a clear focus on governance, financial strategy, and operational efficiency, the newly established entity stands to thrive in an evolving market. The detailed minutes of the meeting will be made available on UPM’s website by September 14, 2026, allowing stakeholders and interested parties to stay informed about the developments.

As UPM-Kymmene continues to refine its business strategy, the formation of WISA is a testament to its commitment to innovation, sustainability, and leadership in renewable materials and solutions.

Stay connected with UPM-Kymmene Corporation to follow their progress in shaping sustainable futures through strategic initiatives.