Decisions of UPM-Kymmene Corporation's Annual General Meeting 30 March 2012

Stock Exchange Release 30.3.2012 16:25 EEST

UPM-KYMMENE OYJ     STOCK EXCHANGE RELEASE              30 MARCH 2012      AT 16.25

At the Annual General Meeting of UPM-Kymmene Corporation, held on 30 March 2012, the financial statements of the Company for the year 2011 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 2011.

According to the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.60 per share will be paid on 13 April 2012. The dividend will be paid to the shareholders who are registered in the Company's shareholder register maintained by Euroclear Finland Ltd on 4 April 2012, 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 and Veli-Matti Reinikkala were re-elected for a term continuing until the end of the next Annual General Meeting. Since Robert J. Routs had informed the Company that he would not be available for a new term, Kim Wahl was elected as a new Board member.

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.

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 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 as consideration in possible mergers and acquisitions or for 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 7 April 2011.

Donations for the public good or corresponding purposes

The Board was authorised to decide to donate no more than EUR 500,000 for the public good or corresponding purposes in the year 2012 and to determine the donees, the purposes and the terms of the donations at its discretion.


UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Corporate Communications

UPM, Corporate Communications
Media Desk, tel. +358 40 588 3284