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2011-04-07 14:55:00 CEST 2011-04-07 14:55:05 CEST REGULATED INFORMATION UPM-Kymmene - Decisions of general meetingDecisions of UPM-Kymmene Corporation's Annual General Meeting 7 April 2011Helsinki, 2011-04-07 14:55 CEST (GLOBE NEWSWIRE) -- UPM-Kymmene Corporation Decisions of AGM 7 April 2011 at 15:55 At the Annual General Meeting of UPM-Kymmene Corporation, held on 7 April 2011, the financial statements of the company for the year 2010 were approved and the members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January-31 December 2010. According to the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.55 per share will be paid on 20 April 2011. The dividend will be paid to the shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Ltd on 12 April 2011, which is the record date for the dividend payment. Composition and remunerations of the Board of Directors According to the proposal of the Board's Nomination and Corporate Governance Committee, the Board of Directors continues to be composed of nine (9) members. The current Board members: Björn Wahlroos, Berndt Brunow, Matti Alahuhta, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala and Robert J. Routs were re-elected for a term continuing until the end of the next Annual General Meeting. The Board members are independent of both the Company and its significant shareholders with the exception of the President and CEO Jussi Pesonen. According to the Board Charter of the Company, the President and CEO may not be a member of any of the Board committees. The Board's Nomination and Corporate Governance Committee's proposal that the fees of the Board members remain unchanged was approved. The annual fees for the Board members who do not belong to the operative management will be the following: The Chairman of the Board will receive a fee of EUR 175,000, the Deputy Chairman of the Board and the Chairman of the Audit Committee a fee of EUR 120,000, and the other members of the Board a fee of EUR 95,000. In addition, expenses incurred from travel and lodging when the meeting is held outside the place of residence of a Board member are payable against invoice. Of the annual fee, 60% will be paid in cash and 40% in the Company's shares purchased on the members' behalf. The shares will be purchased within two (2) weeks after the announcement of the Company's Interim Report for the period of 1 January-31 March 2011. Election of the auditor According to the proposal of the Board's Audit Committee, PricewaterhouseCoopers Oy, authorised public accountants, was re-elected as auditor of the Company, and the remuneration to the auditor was decided to be paid against the invoice, which has been approved by the Audit Committee. Authorisation to decide on the acquisition of the Company's own shares The Board was authorised to decide on the acquisition of no more than 51,000,000 of the Company's own shares. The authorisation also includes the right to accept the Company's own shares as pledge. The Company's own shares will be acquired in public trading otherwise than in proportion to the existing shareholdings of the Company's shareholders at the market price quoted at the time of purchase on the trading places where the Company's shares or the certificates entitling to its shares are traded, using the Company's unrestricted shareholders' equity. The shares will be acquired to be used for financing or carrying out of possible corporate acquisitions or other business operations, investments or as part of the Company's incentive programmes, or to be retained by the Company as treasury shares, transferred or cancelled. The Board shall decide on all other matters related to the acquisition of the Company's own shares. The authorisation will remain valid for 18 months from the date of the resolution of the Annual General Meeting. This authorisation cancels the authorisation to acquire the Company's own shares resolved by the Annual General Meeting on 22 March 2010. Amendment to the Terms and Conditions of Stock Options 2007 The AGM approved the Board's proposal to amend the terms and conditions of the Company's stock options 2007 so that either new shares or existing shares held by the Company may be subscribed for based on the stock options and that each stock option entitles to one (1) new or existing share held by the Company. The Board of Directors may decide whether the subscription right related to the stock option is directed at a new share in the Company or an existing share held by the Company. The approved amendment does not affect the maximum total number of shares that may be subscribed for or acquired based on the stock options. The Board of Directors may also decide upon the necessary technical amendments to the terms and conditions of the stock options 2007. Donations for philanthropic or corresponding purposes The Board was authorised to decide to donate no more than EUR 1,000,000 for philanthropic or corresponding purposes in the year 2011 and to determine the donees, the purposes and the terms of the donations at its discretion. UPM-Kymmene Corporation Pirkko Harrela Executive Vice President, Corporate Communications UPM, Corporate Communications Media Desk, tel. +358 40 588 3284 media@upm.com DISTRIBUTION NASDAQ OMX Helsinki Ltd Main media www.upm.com |
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