Articles of Association


The Articles of Association of UPM-Kymmene Corporation were originally approved in the general meetings of the merging companies Repola Oy and Kymmene Oy in 1995. The Articles of Association can only be amended by the shareholders’ decision at the general meeting. Such decision was last taken in the Annual General Meeting on 5 April 2018.

§1 Name and domicile of the Company

The name of the Company is UPM-Kymmene Oyj, in English UPM-Kymmene Corporation, and its domicile is Helsinki.

§2 Field of activity

The Company’s field of activity is directly, or through its subsidiaries or affiliated companies, to engage in forestry and forest, packaging, chemical and energy industries, to provide related services and to engage in other related business activities, to own, possess and trade in real estate, commodities, shares and other securities and to engage in other investment activities.

§3 Shares

The Company’s shares are included in the book-entry system for securities.

§4 Board of Directors

The Company has a Board of Directors, which is responsible for the Company’s administration and operational organisation in an appropriate manner.

The Board of Directors consists of no fewer than five (5) and no more than twelve (12) members. The Board of Directors shall elect the Chairman and one Deputy Chairman from among its members.

The term of office of a board member shall begin at the end of the meeting at which he or she is elected and end at the end of the Annual General Meeting following the election.

The Board of Directors constitutes a quorum when more than half of its members are present and one of them is the Chairman or the Deputy Chairman.

The Board of Directors may set up special committees, the charters of which shall be approved by the Board.

§5 President and Chief Executive Officer (CEO)

The President and CEO is responsible for the routine administration of the Company in accordance with the instructions and orders issued by the Board of Directors.

§6 Right of representation

The Chairman of the Board of Directors and the President and CEO, each alone, and two members of the Board of Directors together have the right to represent the Company.

The Board of Directors may grant the right to represent the Company to a named person.

§7 Financial period

The Company’s financial period is the calendar year.

§8 Auditor

The Annual General Meeting shall elect one (1) Auditor to examine the administration and accounts of the Company. The Auditor shall be a firm of authorised public accountants, whose lead audit partner is an authorised public accountant (KHT).

The term of office of the Auditor shall end at the end of the first Annual General Meeting following the election.

§9 Registration to a general meeting of shareholders

To be eligible to participate in a General Meeting of Shareholders, a shareholder shall register with the Company within the period specified in the notice of the meeting, which may be no earlier than ten (10) days prior to the meeting.

§10 Notice of the General Meeting of Shareholders

The notice of the General Meeting of Shareholders shall be published on the Company’s website no earlier than three (3) months prior to the closing date referred to in §9 and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days before the record date referred to in the Finnish Limited Liability Companies Act.

§11 Annual General Meeting

The Annual General Meeting shall be held within six (6) months of the end of the financial period.

The Annual General Meeting shall:

be presented with

1) the Financial Statements and the Report of the Board of Directors
2) the Auditor's Report,

decide on

3) the adoption of the Financial Statements,
4) the use of the profit shown on the adopted balance sheet,
5) the release of the members of the Board of Directors and the President & CEO from personal liability,
6) the remuneration of the Board of Directors and the Auditors,
7) the number of members of the Board of Directors,

elect

8) the members of the Board of Directors,
9) the Auditor, and

deal with

10) any other matters mentioned in the notice of the meeting.