Decisions of UPM-Kymmene Corporation's Annual General Meeting 7 April 2011Stock Exchange Release 7.4.2011 15:55 EEST UPM-Kymmene Corporation Decisions of AGM 7 April 2011 at 15:55
At the Annual General Meeting of UPM-Kymmene Corporation, held on 7 April 2011,
the financial statements of the company for the year 2010 were approved and the
members of the Board of Directors and the President and CEO were discharged
from liability for the financial period of 1 January-31 December 2010.
According to the proposal of the Board of Directors, the AGM decided that a
dividend of EUR 0.55 per share will be paid on 20 April 2011. The dividend will
be paid to the shareholders who are registered in the Company's shareholder
register maintained by Euroclear Finland Ltd on 12 April 2011, which is the
record date for the dividend payment.
Composition and remunerations of the Board of Directors
According to the proposal of the Board's Nomination and Corporate Governance
Committee, the Board of Directors continues to be composed of nine (9) members.
The current Board members: Björn Wahlroos, Berndt Brunow, Matti Alahuhta, Karl
Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala
and Robert J. Routs were re-elected for a term continuing until the end of the
next Annual General Meeting.
The 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.
The Board's Nomination and Corporate Governance Committee's proposal that the
fees of the Board members remain unchanged was approved. The annual fees for
the Board members who do not belong to the operative management will be the
following: The Chairman of the Board will receive a fee of EUR 175,000, the
Deputy Chairman of the Board and the Chairman of the Audit Committee a fee of
EUR 120,000, and the other members of the Board a fee of EUR 95,000. In
addition, expenses incurred from travel and lodging when the meeting is held
outside the place of residence of a Board member are payable against invoice.
Of the annual fee, 60% will be paid in cash and 40% in the Company's shares
purchased on the members' behalf. The shares will be purchased within two (2)
weeks after the announcement of the Company's Interim Report for the period of
1 January-31 March 2011.
Election of the auditor
According to the proposal of the Board's Audit Committee,
PricewaterhouseCoopers Oy, authorised public accountants, was re-elected as
auditor of the Company, and the remuneration to the auditor was decided to be
paid against the invoice, which has been approved by the Audit Committee.
Authorisation to decide on the acquisition of the Company's own shares
The Board was authorised to decide on the acquisition of no more than
51,000,000 of the Company's own shares. The authorisation also includes 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 or carrying out of
possible corporate acquisitions or other business operations, investments or as
part of the Company's incentive programmes, or to be retained by the Company as
treasury shares, 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. This authorisation
cancels the authorisation to acquire the Company's own shares resolved by the
Annual General Meeting on 22 March 2010.
Amendment to the Terms and Conditions of Stock Options 2007
The AGM approved the Board's proposal to amend the terms and conditions of the
Company's stock options 2007 so that either new shares or existing shares held
by the Company may be subscribed for based on the stock options and that each
stock option entitles to one (1) new or existing share held by the Company. The
Board of Directors may decide whether the subscription right related to the
stock option is directed at a new share in the Company or an existing share
held by the Company. The approved amendment does not affect the maximum total
number of shares that may be subscribed for or acquired based on the stock
options. The Board of Directors may also decide upon the necessary technical
amendments to the terms and conditions of the stock options 2007.
Donations for philanthropic or corresponding purposes
The Board was authorised to decide to donate no more than EUR 1,000,000 for
philanthropic or corresponding purposes in the year 2011 and to determine the
donees, the purposes and the terms of the donations at its discretion.
Executive Vice President, Corporate Communications
UPM, Corporate Communications
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