Summons to UPM's General Meeting of Shareholders 2008

The shareholders of UPM-Kymmene Corporation are hereby summoned to the company's Annual General Meeting to be held on Wednesday, March 26, 2008, beginning at 14:30 in the Helsinki Fair Centre, Congress Wing Entrance, address Messuaukio 1, 00520 Helsinki. The names of the participants will be checked and the voting slips issued beginning at 13.30.

The following matters will be dealt with at the Meeting:

1. Presentation of the Report of the Board of Directors, Financial Statements and the Auditors' Report as well as Adoption of the Financial Statements

2. The Use of the Profit shown on the adopted Balance Sheet

The Board of Directors has decided to propose to the Annual General Meeting that based on the adopted Balance Sheet as per December 31, 2007, a dividend of EUR 0.75 per share be paid for the financial year 2007. The dividend will be paid to the shareholders who are registered in the list of shareholders maintained by Finnish Central Securities Depository Ltd. on March 31, 2008, which is the record date for the dividend payment. The Board of Directors proposes to the Annual General Meeting that the dividend payment be made on Thursday, April 10, 2008.

3. Discharge from Liability to the Members of the Board of Directors and the President & CEO

4. Remuneration to be paid to the Board of Directors

The Nominating and Corporate Governance Committee proposes that the fees of the Board and Committee members remain unchanged i.e. the fees for the Board members who do not belong to the operative management will be the following: EUR 175,000 p.a. to the Chairman of the Board, EUR 120,000 p.a. to the Vice-Chairmen and to the Chairman of the Audit Committee, and EUR 95,000 p.a. to the members of the Board. 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 payable in cash and 40% in the form of company shares to be purchased on the members' behalf. The order to purchase the shares will be given within two weeks after the Annual General Meeting and the shares will be relinquished to the members in October.

5. Remuneration to be paid to the Auditors

The Board of Directors proposes to the Annual General Meeting that the remuneration to the auditors be paid against invoice. In 2007 the auditors were paid EUR 3.4 million as audit fees, EUR 0.5 million as audit-related fees, and EUR 1.0 million as tax consulting fees.

6. Number of the Members of the Board of Directors

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board proposes that the Board of Directors be composed of 10 members. At present the Board is composed of 11 members.

7. Members of the Board of Directors

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board proposes that Michael Bottenheim, Berndt Brunow, Karl Grotenfelt, Georg Holzhey, Wendy Lane, Jussi Pesonen, Ursula Ranin and Veli-Matti Reinikkala, be re-elected for the new term that will continue until the end of the next Annual General Meeting of shareholders. Additionally, the Nominating and Corporate Governance Committee proposes that Mr. Matti Alahuhta and Mr. Björn Wahlroos be elected as new Board members for the same term. The proposed Board members are independent, with the exception of Mr. Jussi Pesonen. According to the Corporate Governance Guidelines, a non-independent member of the Board of Directors may not be a member of the Audit Committee, Human Resources Committee, or the Nominating and Corporate Governance Committee.

Matti Alahuhta has been President & CEO of KONE Corporation since 2006 and member of the Board of KONE Corporation since 2003. Prior to joining KONE Corporation as President in 2005, Mr Alahuhta served as Executive Vice President of Nokia Corporation 2004, as President of Nokia Mobile Phones 1998-2003, and as President of Nokia Telecommunications 1993-1998. His current key positions of trust are Chairman of the Foundation Board of the International Institute for Management Development (IMD, Switzerland), Chairman of the Board for the Centennial Foundation of Technology Industries of Finland and Board Member of BT Group.

Björn Wahlroos has been President and CEO of Sampo plc since 2001. Previously he has worked as Chairman of Mandatum Bank plc in 1998-2000, CEO and Vice Chairman of Mandatum & Co Ltd in 1992-1997 and Member of the Executive Committee and Executive Vice President in Union Bank of Finland in 1985-1992. Prior to 1985 he held the post of Professor of Economics.

8. Auditor

The Audit Committee proposes to the Annual General Meeting that the auditing company PricewaterhouseCoopers Oy be elected for the new term that will continue until the end of the next Annual General Meeting of shareholders.

9. Authorisation to the Board of Directors to Buy Back the Company's Own Shares

The Board proposes that the Annual General Meeting resolve to authorise the Board to buy back not more than 51,000,000 shares of the company.

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 corporate acquisitions and investments or other business operations and as part of the company's incentive programs, or to be held by the company, relinquished or invalidated.

The buy-back authorisation will remain valid for 18 months from the date of the decision of the Annual General Meeting. If this authorisation is approved, it will cancel the authorisation to buy back the company's own shares decided by the Annual General Meeting on March 27, 2007.

10. Increasing of Funds

The Board proposes that the Annual General Meeting decide on the increasing of the company's share capital with 26,832.00 euros by transferring the equivalent amount from the share premium reserve to the share capital. No new shares will be issued in connection with the increase of funds.

Information

The annual report for the year 2007 will be available for viewing on the Internet at the address
www.upm-kymmene.com as of February 29, 2008.

The proposals of the Board of Directors, the Financial Statements, the Report of the Board of Directors and the Auditors' Report will be available for inspection by the shareholders as of Wednesday, March 19, 2008 at UPM-Kymmene Corporation's Head Office (address below). Copies of these documents will be sent to the shareholders on request.

Right to Attend the Meeting

Shareholders wishing to attend the Meeting have to be registered in the list of the company's shareholders maintained by Finnish Central Securities Depository Ltd. on Friday, March 14, 2008.

Shareholders wishing to attend the Meeting must inform the company thereof no later than by
16:00 on Tuesday, March 18, 2008 in writing to UPM-Kymmene Corporation, Share Register,
Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki, Finland, by telephone to numbers
+358 (0)2041 50108 or +358 (0)2041 50109 from Monday to Friday between 8:00 – 16:00,
by telefax to number +358 (0)2041 50333, or via the Internet at www.upm-kymmene.com. Written notifications must arrive before the deadline stated above. Possible proxies should be submitted in connection with the notifications of attendance.

Shareholders Registered under Nominees

Shareholders registered in nominee accounts may participate in the Annual General Meeting if they have been temporarily registered in the company's list of shareholders not later than 10 days prior to the Meeting. Nominee-registered shareholders should contact the custodian of their nominee account about the notification of their participation in the Meeting well in advance of the deadline mentioned above.

Helsinki, February 5, 2008
BOARD OF DIRECTORS


ATTACHMENT I

Proposal concerning the Authorisation of the Board of Directors to buy back the Company's own Shares.

The Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on March 26, 2008 that the Board be authorised to resolve to buy back the company's own shares ("Buy-back authorisation") on the following terms:

Maximum Amount of Shares to be bought back

The Board shall be authorised to resolve to buy back no more than 51,000,000 shares of the company.

Directed Purchasing and the Purchase Price of the Shares

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 purchase price for the shares will be paid according to the applicable rules of the trading places where the shares have been acquired.

Holding, Invalidation and Relinquishment of the Shares

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

Other Terms and Validity

The Board shall decide on all other matters related to the buy-back of the company's own shares.

The authorisation will remain valid for 18 months from the date of the decision of the Annual General Meeting.

ATTACHMENT II

Proposal concerning the Increasing of the Share Capital by Decreasing the Share Premium Reserve

At the Annual General Meeting on March 27, 2007 the decision was made to decrease the share premium reserve and the legal reserve of the Company as shown in the balance sheet as per December 31, 2006 by transferring the amounts of the reduction to the invested non-restricted equity fund of the Company. After the reduction the amounts of the share premium reserve and the legal reserve in the balance sheet as per December 31, 2006 were zero.

During the year 2007 subscription prices exceeding the book equivalent value of shares for the shares subscribed under option programs, amounting to EUR 26,852, were recorded in the share premium reserve.

The Board of Directors of UPM-Kymmene Corporation proposes to the Annual General Meeting of Shareholders to be held on March 26, 2008 that the share premium reserve as shown in the balance sheet as per December 31, 2007 would be decreased by the amount of EUR 26,832 by transferring the respective amount to the share capital of the Company. No new shares will be issued against the increasing of the share capital.