UPM-Kymmene - Notice to general meeting

Notice of the Annual General Meeting

(UPM, Helsinki, 1 February 2012, at 12.30 EET) -  Notice is given to the
shareholders of UPM-Kymmene Corporation of the Annual General Meeting to be
held on Friday 30 March 2012, at Helsinki Exhibition & Convention Centre,
Messuaukio 1, 00520 Helsinki (Congress Wing Entrance) at 2 p.m. The reception
of persons who have registered for the meeting and the distribution of voting
tickets will commence at 1 p.m. 



A. Matters on the agenda of the Annual General Meeting

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of the persons to scrutinize the minutes and to supervise the
     counting of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the Financial Statements, the Consolidated Financial
     Statements, the Report of the Board of Directors and the Auditor's Report
     for the year 2011

  -- Review by the President and CEO

  1. Adoption of the Financial Statements and the Consolidated Financial
     Statements
  2. Resolution on the use of the profit shown on the balance sheet and the
     payment of dividend

The Board of Directors proposes that based on the audited balance sheet as per
31 December 2011 a dividend of EUR 0.60 per share be paid. The dividend will be
paid to the shareholders, who are registered in the Company's shareholder
register held by Euroclear Finland Ltd on 4 April 2012, which is the record
date for the dividend payment. The Board proposes that the dividend payment be
made on 13 April 2012. 

  1. Resolution on the discharge of the members of the Board of Directors and
     the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors
proposes that the fees of the Board members shall remain unchanged i.e. the
annual fees for the Board members, who do not belong to the operative
management, will be the following: EUR 175,000 to the Chairman of the Board,
EUR 120,000 to the Deputy Chairman of the Board and to the Chairman of the
Audit Committee and EUR 95,000 to the other members. In addition, expenses
incurred from travel and lodging when the meeting is held outside the place of
residence of a Board member will be payable against invoice. Of the annual fee,
60% will be payable in cash and 40% in the Company's shares to be purchased on
the Board member's behalf. The Company would pay possible costs and transfer
tax related to the acquisition of the Company's shares. 

11. Resolution on the number of members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors
proposes that the number of the Board members be nine (9). 

12. Election of members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors
proposes that the current Board members: Matti Alahuhta, Berndt Brunow, Karl
Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala
and Björn Wahlroos be re-elected, and since Robert J. Routs has informed the
Company that he would not be available for a new term, that Kim Wahl be elected
as a new Board member for a term continuing until the end of the next Annual
General Meeting. Further information on Kim Wahl is available on the Company's
website. 

The proposed 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. 

13. Resolution on the remuneration of auditor

The Audit Committee of the Board of Directors proposes that the remuneration of
the Company's auditor be paid against invoice, which has been approved by the
Audit Committee of the Board of Directors. 

For the year 2011, the Company's auditor is paid EUR 2.7 million as audit fees,
EUR 0.1 million as audit related fees, EUR 1.0 million as non-audit fees and
EUR 0.9 million as tax consulting fees. 

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that
PricewaterhouseCoopers Oy, authorised public accountants, be re-elected as the
Company's auditor for the new term that will continue until the end of the next
Annual General Meeting. PricewaterhouseCoopers Oy has notified the Company that
Authorised Public Accountant Juha Wahlroos would continue as the auditor in
charge. 

  1. Authorising the Board of Directors to decide on the acquisition of the
     Company's own shares

The Board of Directors proposes that the Board be authorised to decide to
acquire no more than 51,000,000 of the Company's own shares. The authorisation
would also include 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 as consideration in possible mergers and
acquisitions or for 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. If this authorisation
is granted, it will cancel the authorisation to acquire the Company's own
shares resolved by the Annual General Meeting on 7 April 2011. 

  1. Donations for the public good or corresponding purposes 

The Board of Directors proposes that the Board be authorised to decide to
donate no more than EUR 500,000 for the public good or corresponding purposes
in year 2012 and that the Board be authorised to determine the donees, the
purposes and the terms of the donations at its discretion. 

  1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decision on the matters on the agenda of the Annual
General Meeting as well as this notice are available on UPM-Kymmene
Corporation's website at www.upm.com. The Annual Report of UPM-Kymmene
Corporation, including the Company's Financial Statements and the Consolidated
Financial Statements, the Report of the Board and the Auditor's Report, is
available on the above-mentioned website as of 23 February 2012. The proposals
for decisions and the Financial Statements are also available at the Annual
General Meeting. The minutes of the Annual General Meeting will be available on
the above-mentioned website as of 13 April 2012 at the latest. 

C. Instructions for the participants of the Annual General Meeting

  1. The right to participate and registration

Each shareholder, who is registered on 20 March 2012 in the shareholder
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholder register of the Company. 

A shareholder, who is registered in the shareholders' register of the Company
and who wishes to participate in the Annual General Meeting, shall register for
the meeting no later than 27 March 2012 by 4 p.m. by giving a prior notice of
participation, which shall be received by the Company no later than on the
above-mentioned date and time. Such notice can be given: 

a) through the Company's website www.upm.com;
b) by telephone 020 770 6861 from Monday to Friday from 9 a.m. to 4 p.m.; or
c) by regular mail to UPM-Kymmene Corporation, Legal Function, Eteläesplanadi
2, P.O. Box 380, FI-00101 Helsinki. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number/business identification number, address,
telephone number, the name of a possible assistant and the name and personal
identification number of a possible proxy representative. The personal data
given is used only in connection with the Annual General Meeting and processing
of related registrations. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 20 March 2012, would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been registered in the temporary shareholders' register held by Euroclear
Finland Ltd at the latest on 27 March 2012 by 10 a.m. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the Company, the issuing of proxy documents and
registration for the Annual General Meeting from his/her custodian bank. The
account management organization of the custodian bank has to register a holder
of nominee registered shares, who wishes to participate in the Annual General
Meeting, in the temporary shareholders' register of the Company at the latest
by the time stated above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. Holders of ADRs
may authorise the ADR depositary bank, JPMorgan Chase Bank, to act as a proxy
representative and exercise their rights according to the shares represented by
their respective ADRs. A proxy representative shall produce a dated proxy
document or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the Annual General Meeting. 

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting. 

Possible proxy documents should be delivered in originals to UPM-Kymmene
Corporation, Legal Function, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki
before the end of the registration period. 

4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

On the date of this notice of the Annual General Meeting, 1 February 2012, the
total number of shares and votes in UPM-Kymmene Corporation is 524,972,838. 



Helsinki, 1 February 2012
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS





***

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

Attachments:

Kim_Wahl.JPG

Kim Wahl_CV_Eng.pdf