Decisions of UPM-Kymmene Corporation’s Annual General Meeting

UPM-Kymmene Corporation       Stock Exchange Release     8 April 2014 at 16:00 EET

The Annual General Meeting of UPM-Kymmene Corporation took place in Helsinki, Finland today, 8 April 2014. The meeting was opened by the Chairman of the Board of Directors, Mr Björn Wahlroos, and chaired by Mr Johan Aalto, Attorney-at-Law. The AGM 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 2013.

As proposed by the Board of Directors, a dividend of EUR 0.60 per share will be paid on 24 April 2014. The dividend will be paid to a shareholder who is registered in the Company's shareholders’ register maintained by Euroclear Finland Ltd on 11 April 2014, 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 decreased from ten to nine and Matti Alahuhta, Berndt Brunow, Piia-Noora Kauppi, Wendy E. Lane, Jussi Pesonen, 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. General Ari Puheloinen was elected as a new member to the Board. Due to his current obligations, General Puheloinen will be able to participate in the Board work as of 1 August 2014. Therefore, the AGM decided that General Puheloinen is entitled to the Director’s annual fee only for the period he will participate in the Board work.

According to the assessment made by the Board of Directors’ Nomination and Governance Committee, 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 Committee assessed the Directors’ independence on the basis of the independence criteria of the Finnish Corporate Governance Code.

Karl Grotenfelt and Ursula Ranin stepped down from the Board. Karl Grotenfelt was elected to the Board in 2004 and during the past five years he has also chaired the Board of Directors’ Audit Committee. Ursula Ranin has been a member of the Company’s Board of Directors since 2006. The Company and the Board of Directors thank Ms Ranin and Mr Grotenfelt for their valuable long-term contribution to the Company.

The Board remuneration remain unchanged and it was resolved that the Chairman of the Board 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. According to the purchase order issued by the Company, the shares will be acquired within two (2) weeks following the release of the Company's Interim Report for the period 1 January–31 March 2014.

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 will be 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 Merja Lindh will serve 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 repurchase of the Company's own shares

The Board of Directors was authorised to decide on the repurchase of no more than 50,000,000 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 repurchased 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 certificates entitling to its shares are traded, using the Company’s unrestricted shareholders’ equity.

The shares will be repurchased 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 repurchase 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 it cancelled the repurchase authorisation granted by the Annual General Meeting on 4 April 2013.

Authorisation to decide on charitable contributions

The Board of Directors was authorised to decide on contributions not exceeding a total of EUR 250,000 for charitable or corresponding purposes and to determine the recipients, purposes and other terms and conditions of the contributions. The authorisation will be valid for 12 months from the date of the resolution of the Annual General Meeting.

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations

UPM, Corporate Communications
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Through the renewing of the bio and forest industries, UPM is building a sustainable future across six business areas: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Paper Asia, UPM Paper Europe and North America and UPM Plywood. Our products are made of renewable raw materials and are recyclable. We serve our customers worldwide. The group employs around 21,000 people and its annual sales are approximately € 10 billion. UPM shares are listed on NASDAQ OMX Helsinki. UPM – The Biofore Company – www.upm.com