Decisions of UPM-Kymmene Corporation's Annual General Meeting 2009

(UPM, Helsinki, 25 March 2009 at 16:00) – At the Annual General Meeting of UPM-Kymmene Corporation, held on 25 March 2009, the accounts of the company for the year 2008 were approved and the members of the Board of Directors and the President and CEO were discharged from liability for the financial period.

According to the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.40 per share will be paid on 8 April 2009. The dividend will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on 30 March 2009, which is the record date for the dividend payment.

According to the proposal of the Board's Nomination and Corporate Governance Committee, the Board of Directors is composed of 9 members instead of 10 as previously. The members, Mr Matti Alahuhta, Mr Berndt Brunow, Mr Karl Grotenfelt, Dr. Georg Holzhey, Ms Wendy E. Lane, Mr Jussi Pesonen, Ms Ursula Ranin, Mr Veli-Matti Reinikkala, and Mr Björn Wahlroos were re-elected as members of the Board of Directors.

The Board's Nomination and Corporate Governance Committee's proposal that the fees of the Board and Committee members remain unchanged was approved. The fees for the Board members who do not belong to the operative management will be the following: The Chairman of the Board of Directors will receive a fee of EUR 175,000 for the year, the Vice Chairmen of the Board of Directors and the Chairman of the Audit Committee a fee of EUR 120,000, and the members of the Board of Directors a fee of EUR 95,000. Daily allowance will be paid in accordance with the company's Travel Rule when the meeting is held outside the place of residence of a Board member. In addition, expenses incurred from travel and lodging will be payable against invoice. Of the annual fee, 60% will be paid in cash and 40% in the form of company shares purchased on the members' behalf. The shares will be purchased within two weeks after the disclosure of the company's interim report for the period of 1 January–31 March 2009.

According to the proposal of the Board's Audit Committee, the auditing company PricewaterhouseCoopers Oy was re-elected as Auditor of the company and the remuneration to the Auditor was decided to be paid against the Auditor's invoice.

The Board was authorised to buy back not more than 51,000,000 own shares of the company. The authorisation includes also the right to accept the company's own shares as pledge. The own shares will be purchased 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 distributable shareholders' equity.

The shares will be acquired to be used for financing of possible acquisitions, investments or other business operations or as part of the company's incentive programs, or to be held by the company, transferred or cancelled.

The buy-back authorisation will remain valid for 18 months from the date of the decision of the AGM. This authorisation cancels the authorisation to buy back the company's own shares decided by the Annual General Meeting on 26 March 2008.

The AGM approved the Board's proposal to amend the section 10 of the Articles of Association of the company to the effect that the notice of the general meeting of shareholders shall be published on the company's website and in one or more daily newspapers published in Helsinki at least 21 days before the general meeting.