Summons to the Annual General Meeting

The shareholders of UPM-Kymmene Corporation are hereby summoned to the Company's Annual General Meeting to be held on Tuesday, 21st March, 2000 at 1.30 p.m. at the Helsinki Fair Centre, address Rautatieläisenkatu 3, Main Entrance, FIN-00520 Helsinki. The names of the participants will be checked and the voting slips issued as from 00.30 p.m.
The following matters will be dealt with at the meeting:
1. The matters to be dealt with at the Annual General Meeting in accordance with Article 11 of the Company's Articles of Association.
2. The Board of Directors' proposal on a share issue authorization for the Board of Directors
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on increasing the share capital by a new issue of shares or by issuing convertible bonds and/or option rights in such a manner that on the basis of the new issue of shares, convertible bonds and option warrants the share capital can be increased by no more than 33,637,600 euros by issuing no more than 20,000,000 new shares. The other terms of the issue are to be decided by the Board of Directors. The Board of Directors may deviate from the shareholders' pre-emptive subscription rights provided that the Company has weighty economical reasons for doing so, such as strengthening of the capital structure of the Company, financing of corporate acquisitions, or other similar transactions related to restructurings within the industry. The new issue may also be effected against contribution in kind. The authorization will come into effect as of 5th April, 2000 and remain valid until the next Annual General Meeting of shareholders, however no longer than one year from the decision of this Annual General Meeting of shareholders.
3. Information on the plan of a merger with Champion International Corporation.
4. On the basis of Section 7, Chapter 9 of the Companies Act
4.1 The proposal made by the shareholders Otso Ovaskainen, Annina Käppi, Tuomas Rantanen, Matti Ikonen, Matti Liimatainen, Otto Miettinen and Olli Turunen that UPM-Kymmene Corporation should reconsider its wood procurement policy in Finland in such a manner that the Company discontinues its timber purchases from the forest areas of the Forest and Park Service of Finland located in Northern and Eastern Finland which are considered valuable from the point of view of nature conservation and which have been defined in the map delivered to the Forest and Park Service by five Finnish organisations for nature conservation and environmental protection on 26th January, 1998.
4.2 The proposal made by the aforementioned shareholders that UPM-Kymmene Corporation should reconsider its strategy for biodiversity in such a manner that the Company undertakes on its own initiative to preserve the ancient forests owned by the Company and valuable from the point of view of nature conservation as well as other forest areas which are considered important for the protection of endangered species of flora and fauna in Southern Finland.
Information
Copies of documents concerning the financial statements, the proposal on the authorization of the Board of Directors, as well as other documents required by the Companies Act may be inspected by the shareholders as of 13th March, 2000 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 Annual General Meeting must be registered in the list of the Company's shareholders maintained by Finnish Central Securities Depository Ltd. no later than 16th March, 2000.
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 21st August, 1992, or in the shareholders' list of Repola Ltd. before 28th 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 this case 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 Annual General Meeting shall inform the Company thereof in writing no later than by Friday, 17th March, 2000, at 12 noon to:
UPM-Kymmene Corporation, Share Register, Eteläesplanadi 2, P.O.Box 380, FIN-00101 Helsinki, by telephone to no. +358 (0)2041 50108 or +358 (0)2041 50109, or by telefax to no. +358(0)2041 50333.
Individual persons may also send in their notice of attendance by internet at the address www.upm-kymmene.com. Written notices of attendance must arrive before the date and time given above. Possible proxies shall be submitted to the Company in connection with the notice of attendance.
Dividend
The Board of Directors has decided to propose to the Annual General Meeting that a dividend of 1.25 euros per share be paid for the year 1999. The dividend will be paid to shareholders who are registered in the list of shareholders maintained by Finnish Central Securities Depository Ltd. at the record date. In accordance with the decision of the Board of Directors, the record date for the dividend payment is 24th March, 2000. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 31st March, 2000.
Dividends payable to shareholders domiciled abroad will be subject to tax at source.
Helsinki, 17th of February, 2000
BOARD OF DIRECTORS