The shareholders of UPM-Kymmene Corporation are hereby summoned to the company's Extraordinary General Meeting to be held on Thursday, 2 August, 2001 at 1.30 p.m. in Finlandia Hall, address Mannerheimintie 13e, 00100 Helsinki. The names of participants will be checked and voting slips issued beginning at 12.30 p.m.
The following matter will be dealt with at the meeting:
1. Authorization of the Board of Directors to decide on increasing the share capital by issuing new shares, deviating from the pre-emptive subscription rights of the shareholders
The Board of Directors proposes that the Extraordinary General Meeting authorize the Board to decide on increasing the share capital by 20,910,000 euros through the issuance of new shares in such a manner that 12,300,000 new shares with a book (equivalent) value of 1.70 euros per share will be offered for subscription, deviating from the shareholders' pre-emptive rights to subscribe for new shares. The subscription price will be 34.071 euros per share. This subscription price is equivalent to the weighted average quotation price of UPM-Kymmene Corporation's share on the Helsinki Stock Exchange between 30 March - 16 May, 2001. The new shares will carry the right to dividend for the financial period ending on 31 December, 2001.
The new shares may be offered for subscription to certain shareholders of the company G. Haindl'sche Papierfabriken Kommanditgesellschaft auf Aktien provided that the Share Sale and Purchase Agreement signed between all the shareholders of G. Haindl'sche Papierfabriken Kommanditgesellschaft auf Aktien and UPM-Kymmene Corporation, whereby UPM-Kymmene Corporation intends to acquire all the shares of G. Haindl'sche Papierfabriken Kommanditgesellschaft auf Aktien into the ownership of its subsidiary, has been fulfilled. The authorization would enter into effect on 2 August, 2001 and remain valid until 30 June, 2002. The authorization will entitle the Board of Directors to decide on the other terms of the new issue.
The documents required by the Companies Act are available for inspection by the shareholders as of 26 July, 2001 at the Head Office of UPM-Kymmene Corporation (address given below). Copies of these documents will be sent to shareholders on request.
Right to attend the Meeting
Shareholders who wish to attend the meeting must be registered in the list of the company's shareholders maintained by Finnish Central Securities Depository Ltd on 23 July, 2001.
Shareholders whose shares have not been transferred into the book-entry securities system may also attend the meeting, provided that they were registered in the shareholders' list of Kymmene Corporation before 21 August, 1992 or in the shareholders' list of Repola Ltd. before 28 February, 1994, or that they have notified the company of their share ownership and established their valid title and right to attend the meeting. In such cases the shareholders must present to the meeting their share certificates or proof of their whereabouts, or other evidence that the title to the shares has not been transferred to a book-entry account.
Shareholders wishing to attend the Extraordinary General Meeting of shareholders shall inform the company thereof by 4.00 pm on Monday, 30 July 2001 at the latest by writing to the address UPM-Kymmene Corporation, Share Register, Eteläesplanadi 2, P.O.Box 380, FIN-00101 Helsinki, by telephone to nos. +358 (0)2041 50108 or +358 (0)2041 50109, by telefax to no. +358 (0)2041 50333, or by the Internet at www.upm-kymmene.com. Written notifications of attendance must arrive before the date and time given above. Possible proxies shall be submitted to the company in connection with the notification of attendance.
Shareholders registered under nominees
Custodians of nominee accounts will accept notifications of attendance by shareholders taken from the nominee register as well as information on the parties representing these shareholders at the meeting. The custodians will forward the information regarding the nominee-registered shareholders to Finnish Central Securities Depository Ltd for inclusion in the list of the company's shareholders drawn up for the meeting.
Helsinki, 19 June, 2001BOARD OF DIRECTORS