NOTICE OF THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of UPM-Kymmene Corporation to the Annual General Meeting to be held on 22 March 2010, at Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki (Congress Wing Entrance) at 2.30 pm. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1.30 pm.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2009
- Review by the President and CEO
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that based on the audited balance sheet as per 31 December 2009 a dividend of EUR 0.45 per share be paid. The dividend will be paid to the shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Ltd on 25 March 2010, which is the record date for the dividend payment. The Board proposes that the dividend payment be made on 7 April 2010.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Corporate Governance Committee of the Board of Directors proposes that the fees of the Board and Committee members shall remain unchanged i.e. the fees for the Board and Committee members, who do not belong to the operative management, will be the following: EUR 175,000 per annum to the Chairman of the Board, EUR 120,000 per annum to the Deputy Chairman of the Board and to the Chairman of the Audit Committee and EUR 95,000 per annum to the other members. A daily allowance will be paid in accordance with the Company's Travel Rule when the meeting is held outside the place of residence of a Board member. In addition, expenses incurred from travel and lodging will be payable against invoice. Of the annual fee, 60% will be payable in cash and 40% in the form of the Company's shares to be purchased on the Board member's behalf.
11. Resolution on the number of members of the Board of Directors
The Nomination and Corporate Governance Committee of the Board of Directors proposes that the number of the Board members be nine.
12. Election of members of the Board of Directors
The Nomination and Corporate Governance Committee of the Board of Directors proposes that the following Board members Björn Wahlroos, Berndt Brunow, Matti Alahuhta, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin and Veli-Matti Reinikkala be reelected for a term continuing until the end of the next Annual General Meeting. The Nomination and Corporate Governance Committee of the Board of Directors proposes further that Robert J. Routs be elected as a new Board member for a term continuing until the end of the next Annual General Meeting following the election. Georg Holzhey has informed the Nomination and Corporate Governance Committee of the Board of Directors that he is no longer available for re-election to the Board of Directors.
The new proposed Board member Robert J. Routs, Ph.D. (Tech.), is currently the Vice Chairman of the supervisory board of the insurance and pension group Aegon N.V and he has previously worked for Royal Dutch Shell Group holding various management positions during the past 37 years, his last position being the Executive Director Downstream and a member of the Board of Directors of Royal Dutch Shell Plc. The biographical details of the proposed nominees to the Board can be found on the Company's website (http://investors.upmkymmene.com/notice.cfm).
The proposed Board members are independent of both the Company and its significant shareholders with the exception of the President and CEO Jussi Pesonen. According to the Board Charter of the Company, the President and CEO may not be a member of any of the Board committees.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes that the remuneration to the Company's auditor be paid against invoice. As background for the proposal the Audit Committee states that PricewaterhouseCoopers Oy, authorised public accountants, has acted as the Company's auditor in 2009. For the year 2009, the Company's auditor is paid EUR 2.3 million audit fees, EUR 0.1 million as audit related fees, EUR 0.4 million non-audit fees and EUR 0.9 million tax consulting fees.
14. Election of Auditor
The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, authorised public accountants, be elected as the Company's auditor for the new term that will continue until the end of the next Annual General Meeting.
15. Proposal by the Board of Directors to amend §4 of the Articles of Association
According to §4 of the Articles of Association, the Board of Directors consists of a Chairman, two Deputy Chairmen and no fewer than two and no more than nine members. The Board of Directors shall elect the Chairman and the Deputy Chairmen from among its members.
The Board of Directors proposes that §4 of the Articles of Association be amended to the effect that the Board of Directors would have only one Deputy Chairman instead of two Deputy Chairmen. The proposed amendment would not affect the aggregate number of Board members, i.e. that the Board would continue to have at least five and not more than twelve members, however, it is proposed that the language of §4 would be clarified in this respect.
16. Proposal by the Board of Directors to amend §10 of the Articles of Association
According to §10 of the Articles of Association concerning the notice of the General Meeting of the shareholders, the notice shall be published no later than 21 days prior to the General Meeting. In accordance with the amendments to the Finnish Companies Act effective as of 31 December 2009, the Board of Directors proposes that §10 of the Articles of Association regarding the notice period of the General Meeting of the shareholders be amended in such a manner that the notice to the meeting shall be published no later than three weeks prior to the General Meeting, but in any case at the latest nine days before the record date referred to in Section 2, Subsection 2 of Chapter 4 of the Finnish Companies Act.
17. Authorising the Board of Directors to decide on the acquisition of the Company’s own shares
The Board of Directors proposes that the Board be authorised to decide to acquire no more than 51,000,000 of the Company's own shares. The authorisation would also include the right to accept the Company's own shares as pledge.
The Company's own shares will be acquired 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 unrestricted shareholders' equity.
The shares will be acquired to be used for financing of possible corporate acquisitions, investments or other business operations or as part of the Company's incentive programmes, or to be retained by the Company, transferred or cancelled.
The Board shall decide on all other matters related to the acquisition of the Company's own shares. The authorisation will remain valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will cancel the authorisation to acquire the Company's own shares resolved by the Annual General Meeting on 25 March 2009.
18. Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares of the Company
The Board of Directors proposes that the Board be authorised to decide to issue new shares and/or transfer the Company's own shares held by the Company and/or issue special rights entitling to shares of the Company as follows:
The maximum number of the new shares that may be issued and the Company's own shares held by the Company that may be transferred is in the aggregate 25,000,000 shares including also the number of shares that can be received on the basis of the special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act.
The new shares and special rights entitling to shares of the Company may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their existing shareholdings in the Company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right, provided that the Company has a weighty financial reason for doing so, such as financing of possible corporate acquisitions, investments or other business operations, or using the shares as part of the Company's incentive programmes.
The Board of Directors may decide on a share issue without a payment to the Company itself. In addition, the Board may decide to issue special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price.
The new shares may be issued and the own shares held by the Company may be transferred either against payment or without payment. The directed share issue may be without payment only in case there is an especially weighty financial reason when taking into consideration the interests of the Company and all its shareholders.
The subscription price of the new shares and the amount payable for the Company's own shares shall be recorded in the reserve for invested unrestricted equity. In accordance with Chapter 9, Section 20 of the Finnish Companies Act, a public company may not decide on a free of payment issue to the company itself, if the total number of the company's own shares held by the company and its subsidiaries would then exceed one tenth (1/10) of all of the shares of the company.
The Board shall decide on all other matters related to the issues and transfers of shares and special rights entitling to shares. The authorisation is valid until 22 March 2013.
19. Donations for philanthropic or corresponding purposes
The Board of Directors proposes that the Board be authorised to decide to no more than EUR 500,000 for philanthropic or corresponding purposes in year 2010 and that the Board be authorised to determine the donees, the purposes and the terms of the donations at its discretion.
20. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual General Meeting as well
as this notice are available on UPM-Kymmene Corporation’s website at www.upm-kymmene.com.
The Annual Report of UPM-Kymmene Corporation, including the Company’s Financial Statements and the Consolidated Financial Statements, the Report of the Board and the Auditor’s Report, is available on the above-mentioned website as of 23 February 2010. The proposals of the Board and the Financial Statements are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 5 April 2010 at the latest.
C. Instructions for the participants to the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 10 March 2010 in the shareholder register of the Company maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company.
A shareholder, who wishes to participate in the Annual General Meeting, shall register for the meeting no later than 17 March 2010 by 4 pm by giving a prior notice of participation. Such notice can be given:
a) on the Company’s website www.upm-kymmene.com;
b) by telephone +358 2041 50049; from Monday until Friday from 9 am until 4 pm;
c) by telefax +358 2041 50304; or
d) by regular mail to UPM-Kymmene Corporation, Shareholder register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki. If registering by regular mail, the letter is required to arrive before the end of the said registration period.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given is used only in connection with the Annual General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.
When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to UPM-Kymmene Corporation, Shareholder register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki before the end of the registration period.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instruction regarding the registration in the shareholder register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
A holder of nominee registered shares, who wishes to participate in the Annual General Meeting, shall be temporarily entered in the shareholder register of the Company maintained by Euroclear Finland Ltd at the latest on 17 March 2010 by 10 am if the shareholder is entitled on the basis of the same shares be registered into the shareholder register on the record date of 10 March 2010.
4. Other information
On the date of this notice to the Annual General Meeting, the total number of shares and votes in UPM-Kymmene Corporation is 519,970,088.
In Helsinki, 2 February 2010
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS
