UPM-Kymmene - Decisions of general meeting

Decisions of UPM-Kymmene Corporation’s Annual General Meeting

UPM-Kymmene Corporation    Stock Exchange Release    4 April 2013 at 16:10 EET


Decisions of UPM-Kymmene Corporation's Annual General Meeting

The Annual General Meeting of UPM-Kymmene Corporation held on 4 April 2013
approved the Financial Statements of the Company and discharged the members of
the Board of Directors and the President and CEO from liability for the
financial period 1 January-31 December 2012. 

As proposed by the Board of Directors, the AGM decided that a dividend of EUR
0.60 per share will be paid on 19 April 2013. The dividend will be paid to a
shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on 9 April 2013, which is the record date
for the dividend payment. The AGM also approved all other Board and Committee
proposals. 

Composition and Remuneration of the Board of Directors

The number of members of the Board of Directors rose from nine to ten and Matti
Alahuhta, Berndt Brunow, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula
Ranin, Veli-Matti Reinikkala, Kim Wahl and Björn Wahlroos were re-elected to
the Board for a term continuing until the end of the next Annual General
Meeting. Piia-Noora Kauppi was elected as a new Board member. 

The Board members are independent of both the Company and its significant
shareholders with the exception of Jussi Pesonen who as the President and CEO
of the Company is not independent of the Company. 

The Board remuneration remain unchanged and it was resolved that the Chairman
of the Board will be paid an annual fee of EUR 175,000, Deputy Chairman of the
Board and Chairman of the Audit Committee EUR 120,000 and other members of the
Board EUR 95,000. No annual fee shall be paid to a Board member belonging to
the operative management of the Company. Of the annual fee, 60% will be payable
in cash and 40% in Company shares to be acquired on behalf of the Board
members. The Company will pay any possible costs and transfer tax related to
the acquisition of the Company shares. The shares will be purchased within two
(2) weeks following the release of the Company's Interim Report for the period
1 January-31 March 2013. 

In addition, the AGM decided that travel and lodging expenses incurred from
meetings held elsewhere than in the place of residence of a Board member willbe paid against invoice. 

Auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the
Company's auditor for a term that will continue until the end of the next
Annual General Meeting. Authorised Public Accountant Juha Wahlroos will
continue as the auditor in charge. It was further resolved that the audit fee
will be paid against invoices approved by the Board of Directors' Audit
Committee. 

Authorisation to decide on the issuance of shares and special rights entitling
to shares 

The Board of Directors was authorised to decide on the issuance of new shares
and/or transfer the Company's own shares held by the Company and/or issue
special rights entitling to shares of the Company as follows: 

The maximum number of new shares that may be issued and the Company's own
shares held by the Company that may be transferred is in the aggregate
25,000,000 shares including also the number of shares that can be received on
the basis of the special rights referred to in Chapter 10, Section 1 of the
Finnish Companies Act. 

The new shares and special rights entitling to shares of the Company may be
issued and the Company's own shares held by the Company may be transferred to
the Company's shareholders in proportion to their existing shareholdings in the
Company, or in a directed share issue, deviating from the shareholder's
pre-emptive subscription right, provided that the Company has a weighty
financial reason for doing so, for example financing of potential corporate
acquisitions, investments or other business-related transactions, or using the
shares as a part of the Company's incentive programmes. 

The Board of Directors may decide on a share issue without payment to the
Company itself. In addition, the Board may decide to issue special rights
referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry
the right to receive, against payment, new shares of the Company or the
Company's own shares held by the Company in such a manner that the subscription
price of the shares is paid in cash or by using the subscriber's receivable to
set off the subscription price. 

The new shares may be issued and the own shares held by the Company may be
transferred either against payment or without payment. The directed share issue
may be without payment only in case there is an especially weighty financial
reason when taking into consideration the interests of the Company and all its
shareholders. 

The subscription price of the new shares and the amount payable for the
Company's own shares shall be recorded in the reserve for invested
non-restricted equity. 

The Board shall decide on all other matters related to the issues and transfers
of shares and special rights entitling to shares. The authorisation will be
valid until 4 April 2016. 

Authorisation to decide on the acquisition of the Company's own shares

The Board of Directors 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 a 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 potential corporate
acquisitions, investments or other business-related transactions, or as a 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 be valid for 18 months from the
date of the resolution of the Annual General Meeting and cancels the
acquisition authorisation granted by the Annual General Meeting on 30 March
2012. 

Authorisation to decide on donations for charitable purposes

The Board of Directors was authorised to decide on donations not exceeding a
total of EUR 500,000 for charitable or corresponding purposes and to determine
the donees, purposes and other terms and conditions of the donations. The
authorisation will be valid for one year from the date of the resolution of the
Annual General Meeting. 


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

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


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UPM leads the integration of bio and forest industries into a new, sustainable
and innovation-driven future. Our products are made of renewable raw materials
and are recyclable. UPM consists of three Business Groups: Energy and pulp,
Paper, and Engineered materials. The Group employs around 22,000 people and it
has production plants in 17 countries. UPM's annual sales exceed EUR 10
billion. UPM's shares are listed on the Helsinki stock exchange. UPM - The
Biofore Company - www.upm.com