UPM-Kymmene Corporation Decisions of general meeting 5 April 2018 at 16:15 EET
Decisions of UPM-Kymmene Corporation's Annual General Meeting
The Annual General Meeting (AGM) of UPM-Kymmene Corporation took place in Helsinki, Finland, today, 5 April 2018. The AGM adopted the Company's Financial Statements 2017 and resolved on a dividend of EUR 1.15 per share for the year 2017. The AGM approved proposals for the partial amendments to the Company's Articles of Association and authorised the Board of Directors to decide on the repurchase of the Company's own shares and charitable contributions. Marjan Oudeman was elected as a new director to the Board.
The meeting was opened by the Chairman of the Board of Directors, Björn Wahlroos, and chaired by Lagman Johan Aalto. A total of 3,386 shareholders were present or represented at the meeting, representing a total of 278,510,407 shares and votes. All decisions at the meeting were taken without voting.
Financial Statements and dividend
The AGM adopted the Company's Financial Statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period 1 January-31 December 2017. As proposed by the Board of Directors, a dividend of EUR 1.15 per share will be paid on 19 April 2018. The dividend ex-date is 6 April and record date 9 April 2018.
Composition of the Board of Directors
The number of members of the Board of Directors was confirmed as ten, and Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos were re-elected to the Board. Marjan Oudeman was elected as a new director. The directors' term of office will end upon the closure of the next AGM.
Wendy E. Lane, member of UPM's Board of Directors since 2005, stepped down from the Board. Having served as a non-executive director for 13 years and played a part in UPM's remarkable transformation from a global paper producer to a versatile Biofore company, she felt the Board would benefit from some refreshment and she, in turn, will focus on other engagements. The Company and the Board of Directors thank Wendy E. Lane sincerely for her valuable contribution in the Company's transformation.
Remuneration of the Board of Directors
The Board remuneration remained unchanged and it was resolved that the Chairman of the Board will be paid an annual base fee of EUR 190,000, the Deputy Chairman of the Board EUR 135,000 and other members of the Board EUR 110,000. The AGM further resolved that the annual committee fees remain unchanged and that the fees will be paid as follows:
- the Audit Committee Chairman EUR 35,000 and members EUR 15,000
- the Remuneration Committee Chairman EUR 20,000 and members EUR 10,000 and
- the Nomination and Governance Committee Chairman EUR 20,000 and members EUR 10,000.
No annual fees will be paid to a member of the Board of Directors belonging to the executive management of the Company. The annual base fee will be paid in the Company shares and cash so that 40% of the fee will be paid in the Company shares to be purchased on the Board members' behalf, and the rest in cash. The annual committee fees will be paid in cash. The Company will pay any costs and transfer tax related to the purchase of the Company shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director's membership in the Board has ended, whichever occurs first. According to the purchase order issued by the Company, 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 2018.
The AGM further resolved that travel and lodging expenses incurred from meetings held elsewhere than in a director's place of residence will be paid against invoice.
PricewaterhouseCoopers Oy, a firm of authorised public accountants, was re-elected as the Company's auditor for a term that will continue until the end of the next AGM. According to PricewaterhouseCoopers Oy, Authorised Public Accountant (KHT) Merja Lindh will continue to serve as the lead audit partner. The audit fee was resolved to be paid against invoices approved by the Board of Directors' Audit Committee.
Authorisation to decide on the repurchase of the Company's own shares
The Board of Directors was authorised to decide on the repurchase of a maximum of 50,000,000 of the Company's own shares using the Company's unrestricted shareholders' equity at market price in public trading. The authorisation also includes the right to accept the Company's own shares as a pledge. The authorisation will be valid for 18 months from the date of the AGM resolution and it revoked the repurchase authorisation granted by the previous AGM.
Partial amendments to the Company's Articles of Association
The AGM approved the Board of Directors' proposals for the amendments to the articles 2, 8 and 10 of the Articles of Association and resolved to remove the article 12 (Obligation to redeem shares in different voting right situations) from the Articles of Association.
The article 2 was amended to reflect the Company's businesses more closely, article 8 to correspond to the statutory responsibility for the auditor oversight, and the article 10 to the effect that the entire notice of the General Meeting will be published only on the corporate website. The article 12 was removed from the Articles of Association as obsolete and difficult to apply in practice.
The new wordings of the amended articles are as follows:
"§2 Field of activity
The Company's field of activity is directly, or through its subsidiaries or affiliated companies, to engage in forestry and forest, packaging, chemical and energy industries, to provide related services and to engage in other related business activities, to own, possess and trade in real estate, commodities, shares and other securities and to engage in other investment activities."
The Annual General Meeting shall elect one (1) Auditor to examine the administration and accounts of the Company. The Auditor shall be a firm of authorised public accountants, whose lead audit partner is an authorised public accountant (KHT).
The term of office of the Auditor shall end at the end of the first Annual General Meeting following the election."
"§10 Notice of the General Meeting of Shareholders
The notice of the General Meeting of Shareholders shall be published on the Company's website no earlier than three (3) months prior to the closing date referred to in §9 and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days before the record date referred to in the Finnish Limited Liability Companies Act."
Authorisation to decide on charitable contributions
The Board of Directors was authorised to decide on contributions not exceeding a total of EUR 500,000 for charitable or corresponding purposes and to determine the recipients, purposes and other terms and conditions of the contributions. Contributions will be primarily granted under the Company's Biofore Share and Care programme whose focus areas are reading and learning, engaging with communities, responsible water use and bioinnovations. The authorisation will be valid until the next AGM.
The minutes of the Annual General Meeting will be available on the corporate website www.upm.com/agm2018 from 19 April 2018 at the latest.
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UPM leads the forest-based bioindustry into a sustainable, innovation-driven and exciting future across six business areas: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Paper ENA and UPM Plywood. UPM provides sustainable and safe solutions to the growing global consumption. Products are made of renewable and recyclable materials. The group employs around 19,100 people worldwide and its annual sales are approximately EUR 10 billion. UPM shares are listed on NASDAQ OMX Helsinki. UPM - The Biofore Company - www.upm.com