UPM-Kymmene - Company Announcement

The plans 2013 - 2015 within UPM share incentive programmes

UPM-Kymmene Corporation   Company Announcement   31. January 2013 at 13:15 EET

The plans 2013 - 2015 within UPM share incentive programmes

UPM's Board of Directors has approved the commencement of new plans for the
period 2013 - 2015 within the company's two long-term share incentive
programmes: the Performance Share Plan and the Deferred Bonus Plan. 

The two long-term share incentive programmes consist of annually commencing new
plans subject to the approval of the Board of Directors of UPM in each case. 

The earning criteria for the earning period 2013-2015 of the Performance Share
Plan are the cumulative operating cash flow and the cumulative earnings per
share (EPS) during 2013 - 2015. 

The earning criteria for the Deferred Bonus Plan are based on the corporate
level EBITDA and relevant business area EBITDA.  The plan for the period 2013 -
2015 consists of a one-year earning period (2013) and a thereafter following
two-year restriction period (2014-2015). 

The two share incentive plans for the period 2013 - 2015 cover in total
approximately 620 participants. In case all the set performance targets are met
in full, the estimated total maximum number of shares to be delivered under the
two share incentive plans is 3,000,000 shares. The above indicated estimate of
the maximum share rewards represents the gross value of the rewards of which
the applicable taxes will be deducted before the shares are delivered to the
participants. 

Share delivery will be executed by using already existing shares and the plans,
therefore, have no dilutive effect. Besides the attainment of the performance
criteria the share reward is under both plans subject to the continuation of
the employment relationship. The share rewards earned on the basis of the plans
for the period 2013 - 2015 will be delivered in 2016. 

For further information please contact:
Riitta Savonlahti, Executive Vice President, Human Resources, tel. +358 204 15
0048 

**

UPM leads the way in integrating bio and forest industries into a new,
sustainable and innovation-driven future. Our products are made of renewable
raw materials and are recyclable. The company's business is divided into three
business areas: Energy and Pulp, Paper and Engineered Materials. UPM employs
approximately 22 000 people and has production plants in 17 countries. The
company's annual turnover amounts to more than EUR 10 billion. UPM's shares are
listed on the Helsinki Stock Exchange. UPM - The Biofore Company - www.upm.com 

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President,
Corporate Communications

Media Desk, tel. +358 40 588 3284
communications@upm.com
www.upm.com