Notice of the Annual General Meeting

(UPM, Helsinki, 1 February 2012, at 12.30 EET) –  Notice is given to the shareholders of UPM-Kymmene Corporation of the Annual General Meeting to be held on Friday 30 March 2012, at Helsinki Exhibition & Convention Centre, Messuaukio 1, 00520 Helsinki (Congress Wing Entrance) at 2 p.m. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1 p.m.

 

A. Matters on the agenda of the Annual General Meeting

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2011
  • Review by the President and CEO
  1. Adoption of the Financial Statements and the Consolidated Financial Statements
  2. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that based on the audited balance sheet as per 31 December 2011 a dividend of EUR 0.60 per share be paid. The dividend will be paid to the shareholders, who are registered in the Company’s shareholder register held by Euroclear Finland Ltd on 4 April 2012, which is the record date for the dividend payment. The Board proposes that the dividend payment be made on 13 April 2012.                      

  1. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors proposes that the fees of the Board members shall remain unchanged i.e. the annual fees for the Board members, who do not belong to the operative management, will be the following: EUR 175,000 to the Chairman of the Board, EUR 120,000 to the Deputy Chairman of the Board and to the Chairman of the Audit Committee and EUR 95,000 to the other members. In addition, expenses incurred from travel and lodging when the meeting is held outside the place of residence of a Board member will be payable against invoice. Of the annual fee, 60% will be payable in cash and 40% in the Company’s shares to be purchased on the Board member’s behalf. The Company would pay possible costs and transfer tax related to the acquisition of the Company’s shares.

11. Resolution on the number of members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors proposes that the number of the Board members be nine (9).

12 . Election of members of the Board of Directors

The Nomination and Corporate Governance Committee of the Board of Directors proposes that the current Board members: Matti Alahuhta, Berndt Brunow, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala and Björn Wahlroos be re-elected, and since Robert J. Routs has informed the Company that he would not be available for a new term, that Kim Wahl be elected as a new Board member for a term continuing until the end of the next Annual General Meeting. Further information on Kim Wahl is available on the Company’s website.

The proposed Board members are independent of both the Company and its significant shareholders with the exception of the President and CEO Jussi Pesonen. According to the Board Charter of the Company, the President and CEO may not be a member of any of the Board committees.

13. Resolution on the remuneration of auditor

The Audit Committee of the Board of Directors proposes that the remuneration of the Company’s auditor be paid against invoice, which has been approved by the Audit Committee of the Board of Directors.

For the year 2011, the Company’s auditor is paid EUR 2.7 million as audit fees, EUR 0.1 million as audit related fees, EUR 1.0 million as non-audit fees and EUR 0.9 million as tax consulting fees.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, authorised public accountants, be re-elected as the Company’s auditor for the new term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the Company that Authorised Public Accountant Juha Wahlroos would continue as the auditor in charge.

  1. Authorising the Board of Directors to decide on the acquisition of the Company’s own shares

The Board of Directors proposes that the Board be authorised to decide to acquire no more than 51,000,000 of the Company’s own shares. The authorisation would also include the right to accept the Company’s own shares as pledge.

The Company’s own shares will be acquired 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 unrestricted shareholders’ equity.

The shares will be acquired to be used as consideration in possible mergers and acquisitions or for other business operations, investments or as 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 acquisition of the Company’s own shares. The authorisation will remain valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will cancel the authorisation to acquire the Company’s own shares resolved by the Annual General Meeting on 7 April 2011.

  1. Donations for the public good or corresponding purposes

The Board of Directors proposes that the Board be authorised to decide to donate no more than EUR 500,000 for the public good or corresponding purposes in year 2012 and that the Board be authorised to determine the donees, the purposes and the terms of the donations at its discretion.

  1. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decision on the matters on the agenda of the Annual General Meeting as well as this notice are available on UPM-Kymmene Corporation’s website at www.upm.com . The Annual Report of UPM-Kymmene Corporation, including the Company’s Financial Statements and the Consolidated Financial Statements, the Report of the Board and the Auditor’s Report, is available on the above-mentioned website as of 23 February 2012. The proposals for decisions and the Financial Statements are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 13 April 2012 at the latest.

C. Instructions for the participants of the Annual General Meeting

  1. The right to participate and registration

Each shareholder, who is registered on 20 March 2012 in the shareholder register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.

A shareholder, who is registered in the shareholders’ register of the Company and who wishes to participate in the Annual General Meeting, shall register for the meeting no later than 27 March 2012 by 4 p.m. by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given:

a) through the Company’s website www.upm.com ;
b) by telephone 020 770 6861 from Monday to Friday from 9 a.m. to 4 p.m.; or
c) by regular mail to UPM-Kymmene Corporation, Legal Function, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identification number, address, telephone number, the name of a possible assistant and the name and personal identification number of a possible proxy representative. The personal data given is used only in connection with the Annual General Meeting and processing of related registrations.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 20 March 2012, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd at the latest on 27 March 2012 by 10 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, in the temporary shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Holders of ADRs may authorise the ADR depositary bank, JPMorgan Chase Bank, to act as a proxy representative and exercise their rights according to the shares represented by their respective ADRs. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to UPM-Kymmene Corporation, Legal Function, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki before the end of the registration period.

4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the Annual General Meeting, 1 February 2012, the total number of shares and votes in UPM-Kymmene Corporation is 524,972,838 .

 

Helsinki, 1 February 2012
UPM -KYMMENE CORPORATION
BOARD OF DIRECTORS 

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UPM-Kymmene Corporation

Pirkko Harrela
Executive Vice President,
Corporate Communications

UPM, Corporate Communications
Media Desk, tel. +358 40 588 3284
communications@upm.com
www.upm.com