Decisions of UPM-Kymmene Corporation's Annual General Meeting 2008

Archive 26.3.2008 0:00 EET

(UPM, Helsinki, March 26, 2008 at 17:15) – At the Annual General Meeting of UPM-Kymmene Corporation, held on 26 March 2008, the accounts of the Corporation for the year 2007 were approved and the persons accountable were discharged from liability for the financial period. According to the proposal of the Board of Directors it was decided that a dividend of EUR 0.75 per share for the financial year 2007 will be paid on 10 April 2008. The record date for the dividend payment is 31 March 2008.

It was confirmed that the Board of Directors is composed of 10 members. The new members, Mr Matti Alahuhta, President & CEO of KONE Corporation and Mr Björn Wahlroos, President and CEO of Sampo plc, were elected to the Board of Directors. In addition, Mr Michael C. Bottenheim, Master of Law, MBA; Mr Berndt Brunow, Board member of Oy Karl Fazer Ab; Mr Karl Grotenfelt, LLM, Chairman of the Board of Directors of Famigro Oy; Dr. Georg Holzhey, former Executive Vice President of UPM and Director of G. Haindl'sche Papierfabriken KGaA; Ms Wendy E. Lane, Chairman of American investment firm Lane Holdings, Inc; Mr Jussi Pesonen, President and CEO of UPM; Ms Ursula Ranin, LLM, B.Sc. (Econ.), and Mr Veli-Matti Reinikkala, President of ABB Process Automation Division, were re-elected members of the Board of Directors. The term of office of the members of the Board of Directors lasts until the end of the next Annual General Meeting.

The Board's proposal to remain the fees of the Board and Committee members unchanged was approved. The fees for the Board members who do not belong to the operative management will be the following: The Chairman of the Board of Directors will receive a fee of EUR 175,000 for the year, the Vice Chairmen of the Board of Directors and the Chairman of the Audit Committee a fee of EUR 120,000, and the members of the Board of Directors a fee of EUR 95,000. Of this fee, 60% will be paid in cash and 40% in the form of company shares purchased on the members' behalf. The order to purchase the shares will be given within two weeks after the Annual General Meeting and the shares will be relinquished to the members in October.

The auditing company PricewaterhouseCoopers Oy was re-elected as Auditor of the Corporation.

The Board was authorised to buy back not more than 51,000,000 shares of the company. The own shares will be purchased in public trading otherwise than in proportion to the existing shareholdings of the company's shareholders at the market price quoted at the time of purchase on the trading places where the company's shares or the certificates entitling to its shares are traded, using the company's distributable shareholders' equity.

The shares will be acquired to be used for financing of possible corporate acquisitions and investments or other business operations and as part of the company's incentive programs, or to be held by the company, relinquished or invalidated.

The buy-back authorisation will remain valid for 18 months from the date of the decision of the Annual General Meeting. If this authorisation is approved, it will cancel the authorisation to buy back the company's own shares decided by the Annual General Meeting on March 27, 2007.

The Board's proposal concerning the increase of the company's share capital with 26,832.00 euros by transferring the equivalent amount from the share premium reserve to the share capital, was approved. No new shares will be issued in connection with the increase of funds.