Decisions of UPM-Kymmene Corporation’s Annual General Meeting

UPM-Kymmene Corporation       Stock Exchange Release           9 April 2015 at 16:33 EET

Decisions of UPM-Kymmene Corporation’s Annual General Meeting

The Annual General Meeting of UPM-Kymmene Corporation took place in Helsinki, Finland, today, 9 April 2015. 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 2014.

As proposed by the Board of Directors, a dividend of EUR 0.70 per share will be paid on 23 April 2015. The dividend will be paid to a shareholder who is registered in the Company's shareholders’ register maintained by Euroclear Finland Ltd on 13 April 2015, 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 increased from nine to ten and Berndt Brunow, Piia-Noora Kauppi, Wendy E. Lane, Jussi Pesonen, Ari Puheloinen, 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. Suzanne Thoma and Henrik Ehrnrooth were elected as new members to the board.

Matti Alahuhta, member of UPM’s Board of Directors since 2008, stepped down from the board in order to concentrate on his other engagements. The Company and the Board of Directors thank Mr Alahuhta for his valuable contribution in the Company’s development during the past seven years.

The Board remuneration remained unchanged: 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 executive management of the Company. The annual fee will be paid in Company shares and cash so that 40% will be payable in Company shares to be acquired on the Board members’ behalf, and the rest in cash. The Company will pay any 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 2015.

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 continue to 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 using the Company’s unrestricted shareholders’ equity. The authorisation also includes the right to accept the Company’s own shares as a pledge. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting and it revoked the repurchase authorisation granted by the Annual General Meeting on 8 April 2014.

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.

2,607 shareholders were represented at the meeting, representing a total of 274,201,283 shares and votes. All decisions were taken without voting.


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

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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 20,000 people and its annual sales are approximately EUR 10 billion. UPM shares are listed on NASDAQ OMX Helsinki. UPM – The Biofore Company – www.upm.com