Decisions of UPM-Kymmene Corporation's Annual General Meeting

Stock Exchange Release 4.4.2019 16:30 EEST

UPM-Kymmene Corporation Stock Exchange Release/Decisions of general meeting 4 April 2019 at 16:30 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, 4 April 2019. The AGM adopted the Company's Financial Statements 2018 and resolved on a dividend of EUR 1.30 per share for the year 2018. The AGM authorised the Board of Directors to decide on the issuance of shares and special rights entitling to shares, repurchase of the Company's own shares and charitable contributions. All incumbent directors were re-elected 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 3,561 shareholders were present or represented at the meeting, representing a total of 267,750,041 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 2018. As proposed by the Board of Directors, a dividend of EUR 1.30 per share will be paid on 17 April 2019. The dividend ex-date is 5 April and record date 8 April 2019.

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, Marjan Oudeman, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos were re-elected to the Board. The directors' term of office will end upon the closure of the next AGM.

Remuneration of the Board of Directors

The remuneration of the members of the Board of Directors 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 payble to the members of the Board of Directors' committees remain unchanged and that the fees will be paid as follows:

- Audit Committee Chairman EUR 35,000 and members EUR 15,000
- Remuneration Committee Chairman EUR 20,000 and members EUR 10,000 and
- 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 Company shares and cash so that approximately 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 2019.

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.

Auditor

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) Mikko Nieminen will 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 issuance of shares and special rights entitling to shares

The Board of Directors was authorised to decide on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares in proportion to the shareholders' existing holdings in the Company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right. The Board of Directors may also decide on a share issue without payment to the Company itself. The aggregate maximum number of new shares that may be issued and treasury shares that may be transferred is 25,000,000 including also the number of shares that can be received on the basis of the special rights. The authorisation will be valid for 18 months from the date of the AGM resolution.

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 at market price in public trading using the Company's unrestricted shareholders' equity. 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.

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 decide on 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.

AGM minutes

The minutes of the Annual General Meeting will be available on the corporate website www.upm.com/agm2019 from 18 April 2019 at the latest.

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations

UPM, Media Relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
media@upm.com

UPM
We deliver renewable and responsible solutions and innovate for a future beyond fossils across six business areas: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication Papers and UPM Plywood. We employ around 19,000 people worldwide and our annual sales are approximately EUR 10.5 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore - Beyond fossils. www.upm.com