Decisions of the Annual General Meeting of UPM-Kymmene Corporation 1999

At the Annual General Meeting of UPM-Kymmene Corporation, held on 23 March, 1999, 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 6.50 per share will be paid, starting on 1 April, 1999. The record date for the payment of dividend is 26 March, 1999.
Mr Carl H. Amon III, Partner of White & Case; Mr L.J. Jouhki, Managing Partner of Thom Companies; Mr Anton Lenstra, Executive Vice President of Unilever Home and Personal Care Europe; 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, Chairman and CEO, Nokia Corporation; Mr Gustaf Serlachius, Chairman of the Gösta Serlachius Fine Arts Foundation; Mr Vesa Vainio, Chairman of MeritaNordbanken Plc. 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 PricewaterhouseCoopers Oy and Mr Lars Blomquist, Authorized Public Accountant, were appointed Auditors of the Corporation. The auditing company PricewaterhouseCoopers Oy and Ms Merja Lindh, Authorized Public Accountant, were appointed Deputy Auditors.
The proposal of the Board of Directors to reduce the share capital by invalidating the company's own shares held by the company without payment was approved. The share capital of the company, FIM 2,776,060,690, will be reduced by FIM127,620,820. The number of shares will be reduced by 12,762,082.
The proposal of the Board of Directors to convert the company's shares into no par value shares, to redenominating the company's share capital into the euro currency, and to amend Article 3 of the Articles of Association was approved.
The proposal by the Board of Directors on the purchase of the company's own shares using distributable funds was approved. A minimum of 200 and a maximum of 13,200,000 own shares will be purchased. The Annual General Meeting authorised the Board of Directors to decide on the disposal of own shares thus acquired.