General meeting

UPM-Kymmene Corporation’s supreme decision-making body is the general meeting of shareholders. According to the company’s Articles of Association, the general meeting shall be held annually by the end of June. Usually, the Annual General Meeting takes place late March or early April. The company’s Board of Directors convene the shareholders to the meeting.

An extraordinary general meeting will be held if a matter within the shareholders’ decision-making power should emerge. An extraordinary general meeting will also be convened if shareholders with at least 10% of the shares demand it in writing to deal with a given matter.

Matters within the shareholders’ decision-making power

Matters falling within the shareholders’ decision-making power are defined in the Articles of Association and in the Limited Liability Companies Act.

In accordance with UPM’s Articles of Association, the Annual General Meeting shall

• be presented with the company’s Financial Statements, Report of the Board of Directors and the Auditor’s Report
• decide on the adoption of the Financial Statements
• decide on the use of profit shown on the adopted balance sheet
• decide on the discharge of the members of the Board of Directors and the President and CEO from liability
• decide on the remuneration of the members of the Board of Directors and the Auditor's fee
• decide on the number of members of the Board of Directors
• elect members of the Board of Directors
• elect the Auditor, and
• deal with any other potential matters on the agenda of the meeting.

Such other potential matters on the agenda of a general meeting can be, for example, the following (by virtue of the Limited Liability Companies Act):

• amendments to the Articles of Association
• issuance of shares
• issuance of option rights or other special rights entitling to shares
• amendments to share capital
• repurchase of the company’s own shares
• disposal of treasury shares.

Major changes in the corporate structure, such as merger or demerger, also require shareholders’ decision. 

Director nomination process

The Nomination and Governance Committee, which comprises three members of the Board of Directors, prepares the proposal for the composition of the Board to the general meeting. The committee prepares the proposal in accordance with the committee charter and the director nomination process described in the Diversity Policy of the Board of Directors.

Shareholder’s right to place items on the agenda of a general meeting

A shareholder has the right to place an item on the agenda of an annual general meeting if such item falls within the shareholders’ decision-making power by virtue of the Limited Liability Companies Act and if (s)he demands it in writing by submitting a request addressed to the company’s Board of Directors by 15 January each year, or four weeks prior to the publication of the notice of the annual general meeting whichever date is later.

Such demands can be submitted by mail or e-mail to the addresses below:

Notice of the general meeting and right to attend

Shareholders are invited to the general meeting by means of a notice published on the corporate website and as a stock exchange release. The notice to the Annual General Meeting is usually published late January or early February. Announcements of the meeting are published in several newspapers appearing in Finland as well.

A shareholder has the right to attend the meeting if (s)he is registered as the shareholder in the company’s shareholders’ register eight working days prior to the general meeting and if (s)he gives a prior notice of attendance during the time period indicated in the notice of the meeting. A holder of a nominee registered share can be temporarily registered in the shareholders’ register to facilitate his/her attendance in the meeting.

A shareholder may attend the meeting in person, or authorise a proxy or other representative. The representative shall produce a power of attorney or proxy document or otherwise provide reliable evidence of the right to represent the shareholder. The shareholder or the representative can have one assistant at the general meeting.

A shareholder who has duly preregistered for the meeting has the right to speak, ask questions and vote at the meeting. The company has a single series of shares and each share entitles to one vote at the general meeting.

Meeting documents

Documents related to a general meeting will be available for shareholders’ review on the corporate website at least 21 days prior to the meeting. The minutes of the general meeting including potential voting results and appendices relating to the resolutions of the general meeting will be made available for shareholders’ review on the corporate website within two weeks from the general meeting. In addition, the resolutions of the general meeting will be published as a stock exchange release immediately after the general meeting.

General meeting documents will be available on the corporate website at least five years following the meeting.