UPM-Kymmene Corporation Decision of general meeting 29 March 2017 at 16:40 EET
Decisions of UPM-Kymmene Corporation's Annual General Meeting and the Board of Directors
The Annual General Meeting of UPM-Kymmene Corporation took place in Helsinki, Finland, today, 29 March 2017. The meeting was opened by the Chairman of the Board of Directors, Björn Wahlroos, and chaired by Johan Aalto, Attorney-at-Law. A total of 3,249 shareholders were present or represented at the meeting, representing a total of 266,097,405 shares and votes. The AGM approved all Board proposals and all decisions were taken without voting.
Decisions of the AGM
The AGM 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 2016. As proposed by the Board of Directors, a dividend of EUR 0.95 per share will be paid on 12 April 2017. The dividend record date is 31 March 2017.
Composition and remuneration of the Board of Directors
The number of members of the Board of Directors was confirmed as ten, and all incumbent directors, i.e. Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Wendy E. Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos, were re-elected to the Board for a term continuing until the end of the next AGM.
The Board remuneration was decided to be raised 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 following annual committee fees will paid to the members of the Board of Directors' committees:
- the Nomination and Governance Committee Chairman EUR 20,000 and members EUR 10,000
- the Audit Committee Chairman EUR 35,000 and members EUR 15,000 and
- the Remuneration 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 acquired 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 acquisition of the Company shares. Shares thus acquired 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 acquired within two (2) weeks following the release of the Company's Interim Report for the period 1 January-31 March 2017.
The AGM further resolved that travel and lodging expenses incurred from meetings held elsewhere than in the Board member's place of residence will be paid against invoice.
PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company's statutory auditor for a term that will continue until the end of the next Annual General Meeting. According to PricewaterhouseCoopers Oy, Authorised Public Accountant 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 in the public trading at market price. 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.
Forfeiture of the shares entered in the joint book-entry account and of the rights attached to such shares
The AGM resolved that the rights to the shares entered in the Company's joint book-entry account and the rights attached to such shares are forfeited and authorised the Board of Directors to take any and all measures required by such resolution. Shares with regard to which the registration of shareholder rights to the shareholder's book-entry account had been requested prior to the commencement of the Annual General Meeting, and which will have been entered in the shareholder's book-entry account by 30 June 2017, will, however, not be subject to the forfeiture of the rights. The provisions applicable to treasury shares shall apply to the forfeited shares.
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.
Decisions of the Board of Directors
At the meeting of the Board of Directors held following the AGM, Björn Wahlroos was re-elected as Chairman, and Berndt Brunow as Deputy Chairman of the Board of Directors.
In addition, the Board of Directors elected the chairmen and other members to the Board committees from among its members. No changes took place in the committee compositions:
- Piia-Noora Kauppi was re-elected to chair the Audit Committee, and Wendy E. Lane and Kim Wahl were re-elected as other committee members.
- Veli-Matti Reinikkala was re-elected to chair the Remuneration Committee, and Henrik Ehrnrooth and Suzanne Thoma were re-elected as other committee members.
- Björn Wahlroos was re-elected to chair the Nomination and Governance Committee, and Berndt Brunow and Ari Puheloinen were re-elected as other committee members.
As assessed by the Board, all committee members are independent of both the Company and its significant shareholders.
The minutes of the Annual General Meeting will be available on the corporate website www.upm.com/governance from 12 April 2017 at the latest.
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Through the renewing of the bio and forest industries, UPM is building a sustainable future across six business areas: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Paper ENA and UPM Plywood. Our products are made of renewable raw materials and are recyclable. We serve our customers worldwide. The group employs around 19,300 people and its annual sales are approximately EUR 10 billion. UPM shares are listed on NASDAQ OMX Helsinki. UPM - The Biofore Company - www.upm.com