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.