UPM-Kymmene Corporation Notice to general meeting 2 February 2023 at 17:15 EET
Notice of the Annual General Meeting of UPM-Kymmene Corporation
Notice is given to the shareholders of UPM-Kymmene Corporation (the “Company” or “UPM”) of the Annual General Meeting to be held on Wednesday, 12 April 2023 starting at 14:00 (EEST) at Messukeskus, Messuaukio 1, Helsinki, Finland (Messukeskus Siipi entrance). The reception of attendees who have preregistered for the meeting and the distribution of voting tickets will commence at 13:00 (EEST).
Shareholders may follow the meeting through a webcast. Instructions regarding the webcast are available at www.upm.com/agm2023. Webcast starts on 12 April 2023 at 14:00 (EEST). It is not possible to ask questions, make counterproposals or vote through the webcast. Following the webcast is not considered as participation in the Annual General Meeting or exercise of the shareholder rights.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of a person to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2022
- Review by the President and CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes to the Annual General Meeting of UPM-Kymmene Corporation that an aggregate dividend of EUR 1.50 per share be paid based on the balance sheet to be adopted for the financial year ended on 31 December 2022, and that the remaining portion of the distributable funds be retained in the Company’s non-restricted shareholders’ equity. The Board proposes that the dividend be paid in two instalments.
The first dividend instalment, EUR 0.75 per share, is proposed to be paid to shareholders registered in the Company’s register of shareholders maintained by Euroclear Finland Oy on the record date for the first dividend instalment 14 April 2023. The Board proposes that the payment date for the first dividend instalment would be on 21 April 2023.
The second dividend instalment, EUR 0.75 per share, is proposed to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Oy on the record date for the second dividend instalment 26 October 2023. The Board proposes that the payment date for the second dividend instalment would be on 2 November 2023.
If the payment of the dividend is prevented due to applicable law, regulation or unexpected circumstances, the Board will resolve, as soon as practically possible, on a new record date and payment date.
On the date of the dividend proposal, 2 February 2023, the registered number of the Company’s shares is 533,735,699. The aforementioned number of shares includes 411,653 treasury shares which are not entitled to dividend. As a result, the proposed aggregate dividend would total EUR 800.0 million.
On 31 December 2022, the distributable funds of the parent company were EUR 2,415,624,457.82. The loss of the parent company for the period was EUR 189,734,449.30.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Adoption of the Remuneration Report
The Board proposes that the Annual General Meeting adopts the Remuneration Report for the year 2022.
The Remuneration Report for the year 2022 will be available on the Company’s website at www.upm.com/agm2023 as of 3 March 2023.
11. Resolution on the remuneration of the members of the Board of Directors
The Board’s Nomination and Governance Committee proposes to the Annual General Meeting of UPM-Kymmene Corporation that the remuneration of the Chair, the Deputy Chair and other members of the Board be raised, and that the Chair of the Board be paid an annual base fee of EUR 218,000 (previously EUR 200,000), the Deputy Chair of the Board EUR 145,000 (previously EUR 140,000) and other members of the Board EUR 120,000 (previously EUR 115,000).
The Nomination and Governance Committee further proposes that the annual committee fees remain unchanged and that the members of the Board’s committees be paid annual fees as follows:
• Audit Committee: Chair EUR 35,000 and members EUR 15,000
• Remuneration Committee: Chair EUR 27,500 and members EUR 10,000
• Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000.
The annual base fee is proposed to be paid in Company shares and cash so that approximately 40 per cent will be payable in the Company shares to be purchased on the Board members’ behalf, and the rest 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 of the Board has ended, whichever occurs first. The annual committee fees are proposed to be paid in cash. If the term of a member of the Board terminates before the annual general meeting of 2024, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
In addition, the Board’s Nomination and Governance Committee proposes that travel and lodging expenses incurred from meetings held elsewhere than in a director’s place of residence will be paid against invoice.
12. Resolution on the number of members of the Board of Directors
The Board’s Nomination and Governance Committee proposes that the number of members of the Board be the current nine (9).
13. Election of members of the Board of Directors
The Board of Directors’ Nomination and Governance Committee proposes to the Annual General Meeting of UPM-Kymmene Corporation that the following incumbent directors be re-elected to the Board: Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl. The Nomination and Governance Committee further proposes that Pia Aaltonen-Forsell be elected as a new director to the Board. The directors will be elected for a one-year term and their term of office will end upon closure of the next Annual General Meeting. All director nominees have given their consent to the election.
Björn Wahlroos has announced that he is not available for re-election.
The new director nominee Pia Aaltonen-Forsell (born 1974) is a Finnish citizen and holds a Master’s degree in Social Science (Economics) from University of Helsinki and a Master’s degree in Business and Administration (MBA) from University of Reading, Henley Business School. Aaltonen-Forsell has been the Chief Financial Officer of Outokumpu Oyj and member of Outokumpu Leadership team since 2019. Previously she has worked as Executive Vice President and Chief Financial Officer of Ahlström-Munksjö Oyj 2015-2019, Chief Financial Officer of Vacon Ltd 2013-2015, and in various Senior Vice President, Group Controller and other finance and managerial positions at Stora Enso Oyj 2000-2013. She has also been a member of Uponor Corporation’s Board of Directors since 2017. Ms Aaltonen-Forsell has informed the Company that she will not be available for re-election to Uponor Corporation’s Board of Directors in Uponor Corporation’s Annual General Meeting 2023.
The Board of Directors has assessed the director nominees’ independence based on the Finnish Corporate Governance Code’s independence criteria and other factors and circumstances to be taken into account in the overall evaluation and concluded that all director nominees are independent of the Company’s significant shareholders, and that all director nominees are non-executive and independent of the Company. Kim Wahl and Piia-Noora Kauppi, if re-elected, would be non-executive directors for more than 10 consecutive years. However, their independence is not compromised due to their service history, and no other factors or circumstances have been identified that could impair their independence. Mr Wahl has been a member of the Company’s Board of directors since 2012 and Ms Kauppi since 2013.
If the Annual General Meeting resolves to elect the Board members in accordance with this proposal, the Board is planning to resolve in its constitutive meeting that Mr Ehrnrooth be appointed as the Board Chairman. Based on the preparations of the Nomination and Governance Committee and having taken into account also the needs for continuity as well as Mr. Ehrnrooth’s time commitments, the Board considers Mr Ehrnrooth to have such ability and professional experience that together with his knowledge of UPM and its businesses form a solid standing for him to lead the Company’s Board and act as the Board Chairman. Given that Mr. Ehrnrooth is the President and CEO of KONE Corporation, the Board was aware of the need to analyse Mr. Ehrnrooth’s capacity to dedicate sufficient time to the responsibilities of the Chair. Board wants to take this opportunity to expound on the rationale of its conclusion.
Continuity
The Company’s long-standing Board Chairman, Mr Wahlroos, announced that the term that commenced on 29 March 2022 will be his last as Chairman (Stock Exchange Release on 29 March 2022). In addition, UPM’s long-standing President and CEO Jussi Pesonen announced that he will exercise his right to retire from UPM during 2024 (Stock Exchange Release on 18 October 2022).
Considering the current status of the ongoing strategic projects, growth opportunities and the positive development of the Company, the incumbent Board of Directors considers it essential that the Board Chairman be a longstanding member of UPM’s Board of Directors, with extensive and versatile experience from the Company’s businesses. The Board expects that Mr. Ehrnrooth’s appointment would contribute positively to the continuous effectiveness of the Board.
Time commitments
As regards Mr Ehrnrooth’s commitment to the Company, the Board has noted first that Mr Ehrnrooth has attended all of the Board and Committee meetings in 2022. He was first elected to the Board in 2015, and during his entire seven-year term he has only been absent from 5 out of 80 meetings (attendance rate 94%). Mr Ehrnrooth has reviewed with the Nomination and Governance Committee his detailed time commitments and his ability to dedicate sufficient time to both his role as the President and CEO of KONE Corporation as well as the anticipated role as the Chairman of UPM. His role as the President and CEO provides deep insight into development of the economic and business environment, which is critical for the role of the Chairman. Furthermore, working closely with Mr Wahlroos as Deputy Chairman at UPM, Mr Ehrnrooth has become acquainted with the workload and requirements of the Chairman. Mr Ehrnrooth has confirmed that he will not accept any new mandates as long as he would hold the role of CEO of KONE and his potential Chairmanship in UPM.
Based on the information received from Mr Ehrnrooth and the assessment of the Nomination and Governance Committee, the Board of Directors has concluded that Mr Ehrnrooth has sufficient time for the Chairman role in UPM’s Board.
As a conclusion, the Board of Directors has assessed that Mr Ehrnrooth is the best candidate to be appointed for the Company’s Chairman role, if elected to the Board of Directors in the Annual General Meeting 2023.
The biographical details of all director nominees are available at www.upm.com/agm2023.
14. Resolution on the remuneration of the auditor
Based on the proposal prepared by the Audit Committee, the Board proposes that the auditor be elected for the term that will continue until the end of the financial year 2023 and for the financial year 2024, respectively, be paid against invoices approved by the Board’s Audit Committee.
15. Election of the auditor for the financial year 2023
Based on the proposal prepared by the Audit Committee, the Board proposes that PricewaterhouseCoopers Oy, a firm of authorised public accountants, be re-elected as the Company’s auditor for a term that will continue until the end of the financial year 2023.
PricewaterhouseCoopers Oy has notified the Company that Authorised Public Accountant (KHT) Mikko Nieminen would continue as the lead audit partner. Mikko Nieminen has held this position since 4 April 2019.
16. Election of the auditor for the financial year 2024
The Company has an obligation to organise an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014) concerning the audit for the financial year 2024 (mandatory auditor rotation). To prepare for the mandatory rotation, the Annual General Meeting held on 29 March 2022 resolved on amending the article 8 of the Articles of Association to allow the Annual General Meeting to elect the auditor also in advance for a term of one financial year. The election of an auditor for the financial year 2024 already in this Annual General Meeting would give the elected auditor time to prepare for the new audit engagement.
The Board’s Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation and organised a statutory audit firm selection procedure. The Committee has reviewed potential audit firm candidates and identified Ernst & Young Oy and Deloitte Oy as the best candidates for the global audit engagement of the Company. These candidates have been evaluated against a variety of selection criteria such as proposed audit plan and methodology, experience and composition of the audit team, audit quality, and price. The selection process included multiple rounds of information submissions, testing of technological capabilities, interviews and presentations by the candidates as well as external reference checks. After careful consideration based on the selection criteria, Ernst & Young Oy became the Committee's preference and recommended audit firm for the financial year 2024. The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
Based on the recommendation of the Audit Committee, the Board proposes that Ernst & Young Oy, a firm of authorised public accountants, be elected as the Company’s auditor for the financial year 2024. Ernst & Young Oy has informed the Company that in the event it is elected as the auditor, the lead audit partner will be Authorised Public Accountant (KHT) Heikki Ilkka.
Provided that the Annual General Meeting resolves to elect Ernst & Young Oy as the auditor for the financial year 2024, the Board intends in forthcoming Annual General Meetings to continue to make a proposal for the election of the auditor in the same sequence, whereby each Annual General Meeting would elect the auditor for the financial year commencing next after the election.
17. Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board proposes that the Board be authorised to resolve on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares as follows:
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 referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The proposed maximum number of shares corresponds to approximately 4.7 per cent of the Company’s registered number of shares at the time of the proposal.
The new shares and the special rights entitling to shares may be issued and the treasury shares 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, if there is a weighty financial reason for doing so from the Company’s point of view, such as using the shares as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company’s capital structure, or as a part of the Company’s incentive plans.
The Board may also resolve on a share issue without payment to the Company itself. In addition, the Board may resolve to issue special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which carry the right to receive, against payment, new shares in the Company or treasury shares in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to offset the subscription price.
The new shares may be issued and the treasury shares transferred either against payment or without payment. The directed share issue may be without payment only if there is an especially weighty financial reason for doing so from the Company’s point of view and taking the interests of the Company’s shareholders into consideration.
The subscription price of the new shares and the amount payable for the treasury shares shall be recorded in the reserve for invested non-restricted equity.
The Board shall resolve on all other matters related to the issuances and transfers of shares and special rights entitling to shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the authorisation to resolve on the issuance of shares and special rights entitling to shares which was granted to the Board by the Annual General Meeting on 29 March 2022.
18. Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares
The Board proposes that the Board be authorised to resolve on the repurchase of the Company’s own shares as follows:
By virtue of the authorisation, the Board may resolve to repurchase a maximum of 50,000,000 of the Company’s own shares. The proposed maximum number of shares corresponds to approximately 9.4 per cent of the Company’s registered number of shares at the time of the proposal. The authorisation includes also the right to accept the Company’s own shares as a pledge.
The Company’s own shares will be repurchased 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 certificates entitling to its shares are traded, using the Company’s non-restricted shareholders’ equity. The purchase price for the shares will be paid according to the applicable rules of the trading places where the shares have been repurchased.
The shares will be repurchased to be used as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company’s capital structure, or as a part of the Company’s incentive plans, or to be retained by the Company as treasury shares, transferred or cancelled.
The Board shall resolve on all other matters related to the repurchase 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. If this authorisation is granted, it will revoke the repurchase authorisation granted to the Board by the Annual General Meeting on 29 March 2022.
19. Resolution on the partial amendment of the Articles of Association
The Board proposes that the Annual General Meeting would resolve to amend article 10 (Notice of the General Meeting of Shareholders) of the Articles of Association to enable holding a general meeting completely without a meeting venue as a so-called remote meeting.
The proposal is based on the legislative changes to Chapter 5 of the Finnish Limited Liability Companies Act, which include the possibility to arrange remote general meetings. The legislative changes are based on the premise that shareholder rights shall not be compromised, and that all participating shareholders are able to exercise their full shareholder rights, including the right to vote and to ask questions in real time during the general meeting, irrespective of the chosen general meeting format. The possibility to organise remote general meetings enables the Company to be prepared for rapidly changing conditions in the Company’s operating environment and the society in general, for example due to pandemics. It is important for the Company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.
The current and proposed new wording of the article 10 of the Articles of Association is available on the Company’s website at www.upm.com/agm2023.
20. Authorising the Board of Directors to resolve on charitable contributions
The Board proposes that the Board be authorised to resolve on contributions not exceeding a total of EUR 1,000,000 for charitable or corresponding purposes and that the Board be authorised to resolve on the recipients, purposes and other terms and conditions of the contributions. Contributions would be primarily granted under the Company’s Biofore Share and Care programme whose focus areas are reading and learning, engaging with communities and Beyond Fossils initiatives.
The authorisation is proposed to be valid until the next Annual General Meeting.
21. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting as well as this notice, are available on UPM-Kymmene Corporation’s website at www.upm.com/agm2023. The Annual Report of UPM-Kymmene Corporation, including the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, as well as the Remuneration Report for the year 2022 will be available on the above-mentioned website as of 3 March 2023. The proposals for the resolutions and the Financial Statements are also available at the venue of the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 26 April 2023 at the latest.
C. Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 29 March 2023 in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
Preregistration for the Annual General Meeting commences on 2 February 2023. A shareholder, who is registered in the shareholders' register of the Company and who wishes to participate in the Annual General Meeting, shall preregister for the meeting no later than 3 April 2023 by 16:00 (EEST) by giving a prior notice of attendance, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given:
a) on the Company’s website at www.upm.com/agm2023
For shareholders that are private persons, the preregistration requires either the number of the shareholder’s Finnish book-entry account or a strong electronic authentication. When shareholders who are private persons log into the service through the Company's website, they are directed to the electronic authentication. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic suomi.fi authorisation, registration requires strong electronic authentication from the authorised representative, which can be conducted with online banking codes or a mobile certificate.
b) by regular mail to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland or
c) by e-mail to agm@upm.com.
In connection with the prior notice of attendance, a shareholder shall notify his/her name, personal identification number / date of birth or business identity code, address, telephone number, the name of a possible assistant and the name and personal identification number or date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on 29 March 2023, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders’ register held by Euroclear Finland Oy by 10:00 (EEST) on 5 April 2023 at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.
Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest.
Further information on these matters can also be found on the Company’s website at www.upm.com/agm2023.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting through a proxy representative.
Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting.
A template for the proxy document is available on the Company’s website at www.upm.com/agm2023.
If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Original proxy documents should be submitted to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland, prior to the end of the registration period. In addition to submitting proxy documents, a shareholder or her/his proxy representative shall ensure that she/he has registered for the Annual General Meeting in the manner described above in this notice.
Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at suomi.fi/e-authorisations by using the mandate theme “Representation at the General Meeting”. In the General Meeting service of Euroclear Finland Oy, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Further information is available at suomi.fi/e-authorisations and on the Company’s website at www.upm.com/agm2023.
4. Other information
The meeting language is Finnish and there is simultaneous interpretation into English at the meeting venue.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the meeting.
Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the meeting nor on the number of votes held by a shareholder in the meeting.
On the date of this notice of the Annual General Meeting, the Company has 533,735,699 shares representing the same number of votes.
Helsinki, 2 February 2023
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS
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 Fibres, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication Papers and UPM Plywood. As the industry leader in responsibility, we are committed to the UN Business Ambition for 1.5°C and the science-based targets to mitigate climate change. We employ 17,200 people worldwide and our annual sales are approximately EUR 11.7 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – Beyond fossils. www.upm.com
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