Decisions of the Annual General Meeting of UPM-Kymmene Corporation 1998

At the Annual General Meeting of UPM-Kymmene Corporation, held on 25 March, 1998, the accounts of the Corporation were approved and the persons responsible were discharged from liability for the financial period. According to the proposal of the Board of Directors it was decided that dividend of FIM 5.50 per share will be paid, starting on 3 April, 1998. The record date for the payment of dividend is 30 March, 1998.
Mr Casimir Ehrnrooth, Doctor of Technology h.c.; Mr L.J. Jouhki, President and CEO, Thomesto Trading Companies Ltd; Mr Jouko K. Leskinen, President and CEO, Sampo Group; Mr Tauno Matomäki, Doctor of Technology h.c.; Mr Juha Niemelä, President and CEO, UPM-Kymmene Corporation; Mr Jorma Ollila, President and CEO, Nokia Corporation; Mr Gustaf Serlachius, Chairman of the Gösta Serlachius Fine Arts Foundation; Mr Vesa Vainio, Chairman of the Board of Directors of MeritaNordbanken Pls. and Mr Iiro Viinanen, President, Pohjola Group were elected members of the Board of Directors. At the meeting of Board of Directors following the Annual General Meeting, Mr Tauno Matomäki was elected Chairman of the Board and Mr Jouko K. Leskinen and Mr Iiro Viinanen Deputy Chairmen.
The auditing company SVH Coopers & Lybrand Oy and Mr Lars Blomquist, Authorized Public Accountant, were appointed Auditors of the Corporation. The auditing company Coopers & Lybrand Oy and Ms Merja Lindh, Authorized Public Accountant, were appointed Deputy Auditors.
The proposal by the Board of Directors on the procurement of the company's own shares using distributable funds was approved. A minimum of 1,000,000 and a maximum of 13,519,438 own shares will be purchased. The Annual General Meeting authorised the Board of Directors to decide on the transfer of own shares thus acquired.
The proposal by the the Board of Directors to offer share options to members of corporate management and to UPM-Kymmene Corporation's wholly-owned subsidiary Unicarta Oy was approved. There will be a total of 6,000,000 options, conferring entitlement to subscribe 6,000,000 company shares.
The proposals by the Board of Directors to change the following amendments of the Articles of Association were approved. The amendment to section 4 of the Articles of Association was changed so that all board members are being elected for a term of office beginning at the end of the meeting at which they are elected and ending at the conclusion of the next Annual General Meeting, instead of the longer terms of office currently in effect. The amendment to section 10 of the Articles of Association was changed according to the proposal by the Board of Directors. The article in question is concerned with the summons to the Annual General Meeting. The amendment to section 12 of the Articles of Association was removed. The article in question is concerned with the redemption of own shares.