The Board of Directors of UPM resolved on an incentive plan for key personnel and on ownership guidelines for the Executive Team

(UPM, Helsinki, February 12, 2007) – The Board of Directors of UPM-Kymmene Corporation has approved a new share-based incentive plan for the Group key personnel.

The plan includes three one-year earning periods which are the calendar years 2008, 2009 and 2010. The rewards will be paid partly in the Company’s shares and partly in cash payment in 2009, 2010 and 2011. The proportion to be paid in cash will cover taxes and tax-related costs arising from the reward up to the value of the shares awarded. It is prohibited to transfer the shares until two years have elapsed from the reward payment.

The Board of Directors will decide on the earnings criteria, target group and reward levels for the earning period beginning on 1 January 2008 before the beginning of the earning period.

If the targets of the plan are attained in full, the rewards to be paid on the basis of the plan will correspond to the gross value (including also the cash payment) of approximately 2,500,000 UPM-Kymmene Corporation shares.

The Board of Directors encourages share ownership by top management through recommending non-disposal of shares awarded through this Plan up to certain minimum levels. The Board of Directors recommends that the CEO of the Company and each member of the Executive Team of the Company own the Company's shares either awarded through this Plan or otherwise acquired, corresponding in value to half their annual gross base salary.