Share subscriptions in UPM-Kymmene's convertible bond loans issued in 1993. Redemption will take place on 15 April, 1998

From 16 March to 1 April this year, FIM 600,330,000 bonds of the convertible bond loan of FIM 750 million, issued in 1993, were converted into 6,165,322 UPM-Kymmene shares. An application will be submitted for listing the shares subscribed under the issue on the Helsinki Stock Exchange as of 17 April, 1998.
On 13 March, 1998 UPM-Kymmene announced that according to section 7 of the terms and conditions of the bond loan, the bonds will be redeemed and the redemption date is 15 April, 1998. One condition for the redemption was that the trade-weighted average price of UPM-Kymmene share on the trading day preceding the date of redemption or 14 April, 1998 is 136.32 Finnish markka at the minimum.
Since the price of UPM-Kymmene share exceeded 136.32 Finnish markka on 14 April, 1998, the redemption will take place on 15 April, 1998. The bondholders who requested the conversion into UPM-Kymmene shares, will receive the converted shares. The bondholders who did not request conversion, will recieve the principal of the loan together with interest accrued until 15 April, 1998 on the redemption date, 15 April, 1998. The redemption will take place against the surrender of the bonds at a Merita Bank Ltd branch specializing in custodian services. No interest shall accumulate on the principal amount of the bond after the redemption date, 15 April, 1998.
In the convertible bond loan issued in 1993, each bond of FIM 10,000 entitles the holder to subscribe 102.70 shares, which results in a calculated conversion price per share of 97.37 Finnish markka. In connection with the conversion, a fraction of a share will be paid in cash. The price of a fraction of a share shall then be based on the latest transaction price recorded during the previous trading day. There are no restrictions on transferring or assigning the shares. Subscribers have not been charged any separate fees in connection with the conversion. The shares subscribed under the issue entitle holders to dividend for the first time for the financial period, during which the exchange has taken place. Other shareholders' rights apply as soon as the increase in share capital has been entered into the Trade Register.
The company's number of shares to be entered into the Trade Register on 17 April, 1998 will increase to a total of 276,915,067 shares and the share capital will be FIM 2,769,150,670. An application will be submitted for listing the shares subscribed under the issue, together with the other shares, on the Helsinki Stock Exchange as of 17 April, 1998.
UPM-Kymmene Corporation has been granted permission by the Financial Supervision Authority on 7 January, 1997 not to publish an Offering Circular for the shares to be subscribed based on the above-mentioned loan.