Notice of the Annual General Meeting

(UPM, Helsinki, 31 January 2013 at 12:00) - Notice is given to the shareholders of UPM-Kymmene Corporation of the Annual General Meeting to be held on Thursday, 4 April 2013 starting at 2.00 p.m., at Helsinki Exhibition & Convention Centre, Messuaukio 1, Helsinki, Finland (Congress Wing Entrance). The reception of persons who have preregistered for the meeting and the distribution of voting tickets will commence at 1.00 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 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 Report of the Board of Directors and the Auditor’s Report for the year 2012
 
·           Review by the President and CEO
 
7.     Adoption of the Financial Statements
 
8.     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 adopted balance sheet as per 31 December 2012 a dividend of EUR 0.60 per share be paid. The dividend will be paid to a shareholder registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the record date for dividend payment being 9 April 2013. The Board of Directors proposes that the dividend be paid on 19 April 2013.
 
9.     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 Board of Directors’ Nomination and Corporate Governance Committee proposes that the remuneration of the members of the Board of Directors remain unchanged and that Chairman of the Board of Directors 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 member of the Board of Directors belonging to the operative management of the Company. Of the annual fee, 60% will be payable in cash and 40% in Company shares to be acquired on behalf of the Board members. The Company will pay any possible costs and transfer tax related to the acquisition of the Company shares. The shares will be purchased within two (2) weeks following the release of the Company's Interim Report for the period 1 January–31 March 2013.
 
In addition, the Board of Directors’ Nomination and Corporate Governance Committee proposes 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.
 
11.  Resolution on the number of members of the Board of Directors
 
The Board of Directors’ Nomination and Corporate Governance Committee proposes that the number of members of the Board of Directors be resolved to be ten (10) instead of current nine (9).
 
12.  Election of members of the Board of Directors
 
The Board of Directors’ Nomination and Corporate Governance Committee proposes that the current Board members Matti Alahuhta, Berndt Brunow, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala, Kim Wahl and Björn Wahlroos be re-elected and that Piia-Noora Kauppi be elected as a new Board member for a term continuing until the end of the next Annual General Meeting. Said Director nominees have given their consents to the election. The nominees’ personal details are available on the corporate website.
 
The Director nominees are independent of both the Company and its significant shareholders with the exception of Jussi Pesonen who as the President and CEO of the Company is not independent of the Company. According to the Board Charter, the President and CEO may not be a member of any of the Board committees.
 
13.  Resolution on the remuneration of the auditor
 
The Board of Directors’ Audit Committee proposes that the remuneration of the Company’s auditor be paid against invoices approved by the Board of Directors’ Audit Committee.
 
For the year 2012, the Company’s auditor was paid EUR 2.9 million as audit fee, EUR 1.0 million as tax consulting fees and EUR 0.5 million for other services.
 
14.  Election of Auditor
 
The Board of Directors’ Audit Committee proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the Company’s auditor for a 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.
 
15.  Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
 
The Board of Directors proposes that the Board be authorised to decide on the issuance of new shares and/or transfer the Company's own shares held by the Company and/or issue special rights entitling to shares of the Company as follows:
 
The maximum number of new shares that may be issued and the Company's own shares held by the Company that may be transferred is in the aggregate 25,000,000 shares including also the number of shares that can be received on the basis of the special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act.
 
The new shares and special rights entitling to shares of the Company may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their existing shareholdings in the Company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right, provided that the Company has a weighty financial reason for doing so, for example financing of potential corporate acquisitions, investments or other business-related transactions, or using the shares as a part of the Company's incentive programmes.
 
The Board of Directors may decide on a share issue without payment to the Company itself. In addition, the Board may decide to issue special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price.
 
The new shares may be issued and the own shares held by the Company may be transferred either against payment or without payment. The directed share issue may be without payment only in case there is an especially weighty financial reason when taking into consideration the interests of the Company and all its shareholders.
 
The subscription price of the new shares and the amount payable for the Company's own shares shall be recorded in the reserve for invested non-restricted equity.
 
The Board shall decide on all other matters related to the issues and transfers of shares and special rights entitling to shares. The authorisation is proposed to be valid until 4 April 2016.
 
16.  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 on the acquisition of 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 a 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 potential corporate acquisitions, investments or other business-related transactions, or as a 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 is proposed to be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will cancel the acquisition authorisation granted by the Annual General Meeting on 30 March 2012.
 
17.  Authorising the Board of Directors to decide on donations for charitable purposes
 
The Board of Directors proposes that the Board be authorised to decide on donations not exceeding a total of EUR 500,000 for charitable or corresponding purposes and that the Board be authorised to determine the donees, purposes and other terms and conditions of the donations. The authorisation is proposed to be valid for one (1) year from the date of the resolution of the Annual General Meeting.
 
 
18.  Closing of the
 
ng
 
 
B. Documents of the Annual General Meeting
 
The proposals for the decisions 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 m. The Annual Report of UPM-Kymmene Corporation, including the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, is available on the above-mentioned website as of 26 February 2013. The proposals for the 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 18 April 2013 at the latest.
 
C. Instructions for the participants of the Annual General Meeting
 
1.     The right to participate and registration
 
 
.
 
A shareholder, who is registered in the shareholders’ register of the Company and who wishes to participate in the Annual General Meeting, shall preregister for the meeting no later than 27 March 2013 by 4.00 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) on the corporate website www.upm.com: PREREGISTER HERE
b) by telephone 020 770 6861 from Monday to Friday from 9.00 a.m. to 4.00 p.m. or
c) by ordinary 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/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 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 21 March 2013, 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 temporarily preregistered in the shareholders’ register held by Euroclear Finland Ltd by 10.00 a.m. on 28 March 2013 at the latest. 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 temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest.
 
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. 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.
 
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.
 
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, Finland, prior to the end of the preregistration 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, 31 January 2013, the total number of shares and votes in UPM-Kymmene Corporation is 526,124,410.
 
 
Helsinki, 31 January 2013
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS