UPM's share capital increase based on subscriptions with stock options

In April 2005, a total of 1,557,629 UPM stock options 1998A were used for the subscription of 3,115,258 shares. Furthermore, a total of 1,842,800 stock options 1998B were used for the subscription of 3,685,600 shares. The shares have been registered in the Finnish Trade Register on May 16, 2005. During the period of January 2–March 31, 2005, no stock options were used for the subscription of shares.

As a result of the subscriptions, the number of UPM shares was increased by 6,800,858 new shares and UPM's share capital by EUR 11,561,458.60. After the registration, the total number of UPM shares is 523,251,130 and the share capital of the company is now EUR 889,526,921. The book equivalent value of one share is EUR 1.70.

The new shares are entitled to dividend for the current financial period. Other shareholder rights began from the date on which the increase in share capital was recorded on the Trade Register of Finland. An application has been submitted for listing the new shares together with the old shares at the Helsinki Stock Exchange’s Main List as of May 17, 2005.

The share subscription period for stock options 1998A and B ended on April 30, 2005. At the end of the share subscription period, the share subscription price for the stock option A was EUR 20.21 for two shares, and for the stock option B EUR 25.25 for two shares. During the entire share subscription period, a total of 1,893,900 stock options 1998A and a total of 1,942,200 stock options 1998B were used for the subscription of shares. In total 7,672,200 shares were subscribed, which represents 1.47% of the current total number of UPM shares.

UPM
Corporate Communications
May 16, 2005