The following authorisation granted by the Annual General Meeting to the Board of Directors on 29 March 2017 is in force:
UPM's Annual General Meeting authorised the Board of Directors to decide on the acquisition of the company's own shares on 29 March 2017. The maximum number of shares that can be repurchased based on this authorisation amounts to 50,000,000 shares. The share buy-back authorisation will remain valid for 18 months from the date of the AGM decision. This authorisation canceled the authorisation to buy back the company's own shares decided by the Annual General Meeting on 7 April 2016.
The following authorisation granted by the Annual General Meeting to the Board of Directors on 7 April 2016 is in force:
The aggregate maximum number of new shares that may be issued and treasury shares that may be transferred is 25,000,000 including also the number of shares that can be received on the basis of the special rights. The authorization will be valid for three years from the date of the AGM resolution.
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.
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.