Share capital |
EUR 889,572,283.00 |
Shares in issue (latest change 16.02.2012) |
525,068,138 |
|
The remaining options of three option series entitle to maximum shares
Series: 2007A, 2007B and 2007C
The subscription period for option 2007A and 2007B has started. |
14,901,950 |
|
In case all options were converted to ordinary shares,the number of share would increase to |
539,970,088 |
|
Fully diluted number of shares
(Maximum number of shares including
the authorizations and share options.) |
559,970,088 |
Authorizations
The following authorizations granted by the Annual General Meeting to the Board of Directors are in force:
1. Share buy-backs:
Buy-back a maximum of 51,000,000 of its own shares. The buy-back authorisation will remain valid for 18 months from the date of the decision of the Annual General Meeting on 7 April 2011. See Share buy-back for more details.
2. Issue of shares and Special Rights entitling to shares:
The maximum number of new shares to be issued including the shares to be obtained under special rights is 25,000,000 shares. The authorization is valid until March 22, 2013.
3. UPM issued five million new shares in directed share issue:
In December 2010, UPM's Board of Directors decided on the issuance of five million new UPM shares, deviating from the shareholders' pre-emptive rights, as a part of the consideration for the acquisition of Myllykoski Corporation and Rhein Papier GmbH ("Myllykoski").
The acquisition was concluded in August 2011 and 4,788,519 new UPM shares were issued to the direct and indirect owners of Myllykoski Oyj and Rhein Papier GmbH, and 211,481 new shares to UPM-Kymmene Oyj at a subscription price of EUR 10.84 per share. The total subscription price was EUR 52,270,000 million.
Redemption clause
Under § 12 of UPM-Kymmene Corporation's Articles of Association, a shareholder who alone or jointly with another shareholder owns 33 1/3 percent or 50 percent or more of all the company's shares or their associated voting rights shall, at the request of other shareholders, be liable to redeem in the manner prescribed in § 12 their shares and any securities that, under the Companies Act, carry the right to such shares.
§ 12 of UPM-Kymmene Corporation's Articles of Association
A resolution of a general meeting of shareholders to amend or delete this redemption clause must be carried by shareholders representing not less than three-quarters of the votes cast and shares represented at the meeting.
Shareholder agreements
UPM is not aware of any shareholder agreements concerning either the ownership of the company's shares or the exercise of the associated voting rights.