UPM-Kymmene announces changes in the share capital and share subscriptions

In January-February, bonds totalling FIM 1,270,000 of the subordinated convertible bond loan of FIM 960 million, issued in 1994, were converted into 9,906 shares. An application will be submitted for listing the shares together with the old shares on the Helsinki Stock Exchange as of 10 April, 2001.

The decision made by the Annual General Meeting held on 22 March, 2001, to change the counter value in the bookkeeping to EUR 1.70 by increasing the share capital by EUR 4,710,909.64 by transferring the amount in question from the share premium reserve to the share capital was entered into the Trade Register on 28 March, 2001. Based on the decision made by the Annual General Meeting, the invalidation of 12,900,000 own shares held by the company was entered into the Trade Register on 29 March, 2001. Therefore the number of shares was reduced to 247,073,119 and correspondingly the share capital was reduced by EUR 21,930,000.00 to EUR 420,024,302.30.

After the share conversions made in January-February, the company's number of shares to be entered into the Trade Register on 9 April, 2001 will increase to a total of 247,083,025 shares and the share capital will be EUR 420,041,142.50.

The annual period of conversion is from 1 January to 31 October. If the entire outstanding loan of FIM 480,780,000 is converted into shares, there will be an additional 3,750,084 new shares and the company's share capital will increase by EUR 6,375,142.80.

In the loan one FIM 10,000 bond entitles to subscribe 78 shares, which results in a calculated conversion price per share of FIM 128.21 (EUR 21.56). There are no restrictions on transferring or assigning the shares. The new shares entitle holders to dividend for the first time for the year 2001. Other shareholders' rights apply as soon as the increase in share capital has been entered into the Trade Register.

UPM-Kymmene Corporation has been granted permission by the Financial Supervision Authority on 2 June, 1998 not to publish an Offering Circular for the shares to be subscribed based on the above-mentioned loan.


UPM-Kymmene Corporation
Corporate Communications
6 April, 2001