UPM-Kymmene - Company Announcement

The plans 2012 – 2014 within UPM share incentive programmes

(UPM, Helsinki, 1 February 2012 at 13.00 EET)  - UPM's Board of Directors has
approved the commencement of new plans for the period 2012 - 2014 within the
company's two long-term share incentive programmes: the Performance Share Plan
and the Deferred Bonus Plan. 

The earning criteria for the earning period 2012-2014 of the Performance Share
Plan are the cumulative operating cash flow and the cumulative earnings per
share (EPS) during 2012 - 2014. 

The earning criteria for the Deferred Bonus Plan are based on the targets set
under the UPM short-term incentive plan. The plan for the period 2012-2014
consists of a one-year earning period (2012) and a thereafter following
two-year restriction period (2013-2014). 

The two share incentive plans for the period 2012-2014 cover in total
approximately 600 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 3,200,000 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 2012-2014 will be delivered in 2015. 

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

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

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