A letter of intent regarding Metsä-Botnia's new ownership structure

In the letter, Metsäliitto Cooperative will become the majority
shareholder of Metsä-Botnia

Metsäliitto Group will focus even more clearly on selected core
functions and strengthen its operations in them by signing a letter
of intent regarding the divestment of its Uruguay-based function to
UPM-Kymmene Oyj. In the same connection, it was agreed that UPM will
reduce its ownership in Metsä-Botnia to approximately 17%, with the
majority transferring to Metsäliitto.

The Uruguay functions transaction included in the letter of intent
include the majority shares of the Fray Bentos pulp mill and the
Forestal Oriental company, which specialises in eucalyptus
cultivation. Metsäliitto will also divest its direct ownership of
5.5% in Uruguay functions.

"The structural change work of Metsäliitto Group is progressing in a
determined manner. We will focus even more clearly on selected core
functions and strengthen our operations in them. The Fray Bentos pulp
mill produces eucalyptus pulp which is used as a raw material for
fine paper. The divestment of the Graphic Papers business, completed
at the end of last year, significantly decreased our need for this
raw material. For the paper business, we will continue the strategic
review," says Kari Jordan, President and CEO of Metsäliitto Group.

Prior to the share transaction, Metsä-Botnia's shares of ownership
are as follows: Metsäliitto Cooperative 23%, M-real 30% and UPM 47%.
As a result of the arrangement, Metsäliitto Cooperative will own
about 53% of Metsä-Botnia, and M-real around 30% and UPM around 17%.

The arrangement's net effect on cash flow for Metsäliitto will be
around EUR 100 million negative and it will increase the net debt
around EUR 150 million. As a result of the arrangement, M-real will
receive a cash payment of around EUR 300 million.

In regard to their essential parts, the existing cooperation
contracts will remain valid as unchanged, even after the arrangement
has been carried out, and Metsä-Botnia will continue to act as a
sales channel for the market pulp of both UPM and M-real.

Furthermore, it has been agreed in the letter of intent that 77% of
the Pohjolan Voima Oy shares owned by Metsä-Botnia will be sold to
UPM.

Once the arrangement has been carried out, Metsä-Botnia will become a
subsidiary of Metsäliitto, and Metsä-Botnia's sales will be entirely
consolidated with the Group figures. The sales of Metsäliitto Group
are on a slight increase. The approximately 550 employees working in
the Uruguay functions will be transferred as part of the transaction
as existing employees.

The implementation of the arrangement requires the approval by both
parties' respective boards, signing of the actual contract, the
conclusion of negotiations carried out with financiers, and the
approval by the competition authorities. The final transaction is
estimated to become final during the last quarter of 2009.

Together with UPM, Metsäliitto Group will arrange a press conference
on the matter in Finnish today at 15:30 Finnish time in Scandic Hotel
Simonkenttä, at the address Simonkatu 9 Helsinki, meeting room
Mansku. The arrangement will be introduced by Kari Jordan, President
and CEO of Metsäliitto Group; and Jussi Pesonen, President and CEO of
UPM.


Further information
Esa Kaikkonen, General Counsel, Metsäliitto Group, tel. +358 10 465
4749
Anne-Mari Achrén, Group CCO, Metsäliitto Group, tel. +358 10 465 4541


Metsäliitto Group's Pulp Industry
Metsä-Botnia is responsible for the pulp industry business of
Metsäliitto Group. Metsä-Botnia is a globally leading manufacturer of
chemical pulp, providing a wide range of products for its customers
who manufacture high-quality paper, packaging and tissue paper
products. Metsä-Botnia aims to be the world's leading provider of
fibre, fibre-based properties and added-value services. In 2008,
Metsä-Botnia had around 1,800 employees and its annual sales totalled
almost EUR 1.6 billion.
Read more at www.botnia.com

Metsä-Botnia in Finland
Metsä-Botnia's four Finland-based pulp mills are located in Äänekoski
(capacity 500 000 metric tons), Joutseno (650,000), Kemi (600,000)
and Rauma (650,000). At full capacity, the mills annually produce a
total of 2.5 million metric tons of bleached softwood and hardwood
pulp. A significant part of the production is sold to owner
companies' paper mills, and the rest are sold to the market, mainly
European and Asian customers.

Metsä-Botnia Svir Timber
Besides the pulp mills, the business includes the Russia-based Svir
Timber sawmill which produces annually around 200,000 m³ of softwood
sawn timber to meet the needs of planing mills, house factories, the
building and construction industry as well as supply chains.