UPM-Kymmene Corporation Stock Exchange Release 4 April 2013 at 16:10 EET
Decisions of UPM-Kymmene Corporation’s Annual General Meeting
The Annual General Meeting of UPM-Kymmene Corporation held on 4 April 2013 approved the Financial Statements of the Company and discharged the members of the Board of Directors and the President and CEO from liability for the financial period 1 January–31 December 2012.
As proposed by the Board of Directors, the AGM decided that a dividend of EUR 0.60 per share will be paid on 19 April 2013. The dividend will be paid to a shareholder who is registered in the Company's shareholders’ register maintained by Euroclear Finland Ltd on 9 April 2013, which is the record date for the dividend payment. The AGM also approved all other Board and Committee proposals.
Composition and Remuneration of the Board of Directors
The number of members of the Board of Directors rose from nine to ten and Matti Alahuhta, Berndt Brunow, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala, Kim Wahl and Björn Wahlroos were re-elected to the Board for a term continuing until the end of the next Annual General Meeting. Piia-Noora Kauppi was elected as a new Board member.
The Board members are independent of both the Company and its significant shareholders with the exception of Jussi Pesonen who as the President and CEO of the Company is not independent of the Company.
The Board remuneration remain unchanged and it was resolved that the Chairman of the Board will be paid an annual fee of EUR 175,000, Deputy Chairman of the Board and Chairman of the Audit Committee EUR 120,000 and other members of the Board EUR 95,000. No annual fee shall be paid to a Board member belonging to the operative management of the Company. Of the annual fee, 60% will be payable in cash and 40% in Company shares to be acquired on behalf of the Board members. The Company will pay any possible costs and transfer tax related to the acquisition of the Company shares. The shares will be purchased within two (2) weeks following the release of the Company's Interim Report for the period 1 January–31 March 2013.
In addition, the AGM decided that travel and lodging expenses incurred from meetings held elsewhere than in the place of residence of a Board member will be paid against invoice.
PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company’s auditor for a term that will continue until the end of the next Annual General Meeting. Authorised Public Accountant Juha Wahlroos will continue as the auditor in charge. It was further resolved that the audit fee will be paid against invoices approved by the Board of Directors’ Audit Committee.
Authorisation to decide on the issuance of shares and special rights entitling to shares
The Board of Directors was authorised to decide on the issuance of 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 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, for example financing of potential corporate acquisitions, investments or other business-related transactions, or using the shares as a part of the Company's incentive programmes.
The Board of Directors may decide on a share issue without 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 non-restricted equity.
The Board shall decide on all other matters related to the issues and transfers of shares and special rights entitling to shares. The authorisation will be valid until 4 April 2016.
Authorisation to decide on the acquisition of the Company's own shares
The Board of Directors 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 a 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 potential corporate acquisitions, investments or other business-related transactions, or as a 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 be valid for 18 months from the date of the resolution of the Annual General Meeting and cancels the acquisition authorisation granted by the Annual General Meeting on 30 March 2012.
Authorisation to decide on donations for charitable purposes
The Board of Directors was authorised to decide on donations not exceeding a total of EUR 500,000 for charitable or corresponding purposes and to determine the donees, purposes and other terms and conditions of the donations. The authorisation will be valid for one year from the date of the resolution of the Annual General Meeting.
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UPM leads the integration of bio and forest industries into a new, sustainable and innovation-driven future. Our products are made of renewable raw materials and are recyclable. UPM consists of three Business Groups: Energy and pulp, Paper, and Engineered materials. The Group employs around 22,000 people and it has production plants in 17 countries. UPM's annual sales exceed EUR 10 billion. UPM's shares are listed on the Helsinki stock exchange. UPM – The Biofore Company – www.upm.com