Summons to UPM's General Meeting of Shareholders 2009

Notice is given to the shareholders of UPM-Kymmene Corporation to the Annual General Meeting to be held on Wednesday, 25 March 2009 at 14:30 in the Helsinki Fair Center, Congress Wing Entrance, at Messuaukio 1, 00520 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 13.30.

A. MATTERS ON THE AGENDA OF THE 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 the list of votes

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditors' Report for 2008

- Review by the President and CEO

7. Adoption of the Financial Statements and Consolidated 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 to the Annual General Meeting that based on the adopted Balance Sheet as per 31 December 2008, a dividend of EUR 0.40 per share be paid for the financial year 2008. The dividend will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on 30 March 2009, 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 8 April 2009.

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 Nominating and Corporate Governance Committee of the Board of Directors 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 shares would be purchased within two weeks after the disclosure of the company's interim report for the period of 1 January – 31 March 2009.

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

The Nominating and Corporate Governance Committee of the Board of Directors proposes that the Board of Directors be composed of 9 members. At present the Board is composed of 10 members.

12. Election of members of the Board of Directors

The Nominating and Corporate Governance Committee of the Board of Directors proposes that Matti Alahuhta, Berndt Brunow, Karl Grotenfelt, Georg Holzhey, Wendy Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala and Björn Wahlroos be re-elected for the new term that will continue until the end of the next Annual General Meeting of shareholders. The proposed Board members are independent of both the Company and its significant shareholders, with the exception of the President and CEO of the Company, Mr. Jussi Pesonen. According to the Corporate Governance Guidelines of the Company, the President and CEO may not be a member of any of the Board committees.

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the remuneration to the auditors be paid against invoice. For 2008 the auditors are paid EUR 2.3 million as audit fees, EUR 0.1 million as audit-related fees, EUR 0.4 million as non-audit fees, and EUR 1.5 million as tax consulting fees.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that the auditing company PricewaterhouseCoopers Oy be elected as the Company's auditor for the new term that will continue until the end of the next Annual General Meeting of shareholders.

15. Proposal by the Board of Directors to amend the articles of association

The Board proposes that § 10 of the Articles of Association of the company be amended to the effect that the notice of the general meeting of shareholders shall be published on the Company's website and in one or more daily newspapers published in Helsinki at least 21 days before the general meeting. Accordingly, § 10 of the Articles of Association as amended would read as follows:

"§ 10 Summons to the General Meeting of Shareholders

"The summons to the General Meeting of Shareholders shall be published on the Company's website and in one or more daily newspapers published in Helsinki not earlier than three (3) months prior to the closing date referred to in § 9 and not later than twenty one (21) days prior to the General Meeting of Shareholders."

16. Authorizing the Board of Directors to decide on the buy-back of the company’s own shares

The Board of Directors proposes that the Annual General Meeting resolve to authorise the Board to buy back not more than fifty one million (51,000,000) shares of the company. The authorisation includes also the right to accept the company's own shares as pledge.

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 acquisitions, investments or other business operations of the company or as part of the company's incentive programs, or to be held by the company, transferred or cancelled.

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 resolved by the Annual General Meeting on 26 March 2008.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals to the Annual General Meeting as well as this notice are available on UPM-Kymmene Corporation’s website at www.upm-kymmene.com/agm. The annual report of UPM-Kymmene Corporation, including the company’s annual accounts, the report of the board of directors and the auditor’s report, will be available on the above-mentioned website no later than 27 February 2009. The proposals of the board of directors and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 8 April 2009.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on 13 March 2009 in the shareholders’ register of the company held by Euroclear Finland Ltd and who registers for the meeting as set forth below, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the company.

A shareholder, who wants to participate in the general meeting, shall register for the meeting no
later than on 18 March 2009 at 4 p.m. by giving a prior notice of participation. Such notice can be given:
a) on the company’s website www.upm-kymmene.com/agm
b) by telephone to numbers +358 (0)2041 50141 or +358 (0)2041 50049 from Monday to Friday between 8:00 – 16:00;
c) by telefax to number +358 (0)2041 50333; or
d) by regular mail to UPM-Kymmene Corporation, Share Register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki, Finland. Written notifications must arrive before the closing time of the registration stated above.

In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant. The personal data given to UPM-Kymmene Corporation is used only in connection with the general meeting and with the processing of related registrations.

Pursuant to chapter 5, section 25 of the Company’s Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the general 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 general meeting.

Possible proxy documents should be delivered in originals to UPM-Kymmene Corporation, Share Register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki, Finland before the last date and time for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the general meeting, must be entered into the shareholders’ register of the company on 13 March 2009 which is the record date of the meeting.

A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank.

4. Other information

On the date of this notice to the general meeting (February 5, 2009), the total number of shares and votes in UPM-Kymmene Corporation is 519,970,088.

Helsinki, February 5, 2009

BOARD OF DIRECTORS

ATTACHMENT I

PROPOSAL CONCERNING THE AUTHORISATION OF THE BOARD OF DIRECTORS TO BUY BACK THE COMPANY'S SHARES

The Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene to be held on 25 March 2009 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.

Right to accept own shares as pledge

The authorisation includes also the right to accept the company's own shares as pledge.

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, transfer and cancellation of the shares

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

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. If this authorisation is approved, it will cancel the authorisation to buy back the company's own shares resolved by the Annual General Meeting on March 26, 2008.

Helsinki, on 5th of February, 2009

BOARD OF DIRECTORS