Decisions of UPM-Kymmene Corporation Annual General Meeting

UPM

UPM-Kymmene Corporation Stock Exchange Release (General Meeting Decisions) March 29, 2022 at 3:40 p.m. EEST

Decisions of UPM-Kymmene Corporation Annual General Meeting

The Annual General Meeting (AGM) of UPM-Kymmene Corporation was held in Helsinki, Finland, today March 29, 2022. In order to prevent the spread of the Covid-19 pandemic, shareholders or their proxies were unable to attend the meeting place in person. A total of 2,737 shareholders representing approximately 310,135,743 million shares and votes were represented at the meeting. The General Meeting supported all the proposals of the Board of Directors of the Company as well as of the Nomination and Governance Committee of the Board. Information regarding the votes cast for each agenda item is available in the minutes of the AGM on the Company’s webpage www.upm.com/agm2022 by April 12, 2022 at the latest.

The General Meeting adopted the Company’s 2021 financial statements and decided on a dividend of EUR 1.30 per share for the year 2021. The General Meeting approved the proposals for partial amendments to the Company’s Articles of Association, adopted the Remuneration Report for the governing bodies and authorized the Board of Directors The directors decide on the issue of new shares and special rights giving right to shares, the buyback of the Company’s own shares and donations of charity. Topi Manner was elected as the new board director. Berndt Brunow has left the board of directors.

Financial statements and dividend

The General Meeting adopted the Company’s annual financial statements and discharged the members of the Board of Directors and the Chairman and Chief Executive Officer from their liability for the financial year from January 1 to December 31, 2021. As proposed by the Board of administration, a dividend of EUR 1.30 per share will be paid on April 7, 2022. The ex-dividend date is March 30, 2022 and the record date is March 31, 2022.

Composition of the Board of Directors

The number of board members was confirmed at nine and Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Marjan Oudeman, Martin à Porta, Kim Wahl and Björn Wahlroos were re-elected to the board. Topi Manner was elected as the new board administrator. The mandate of the administrators will end at the end of the next General Assembly.

Remuneration of the Board of Directors

It was decided to increase the remuneration of the Chairman of the Board of Directors so that the Chairman of the Board receives a basic annual remuneration of EUR 200,000. The remuneration of the Vice-Chairman of the Board and of the other members of the Board remains unchanged, the Vice-Chairman of the Board will receive an annual base of 140,000 EUR and the other members of the Board 115,000 EUR.

The AGM further decided that the remuneration of the chairman of the remuneration committee be increased and that the other annual attendance fees due to members of the committees of the board of directors remain unchanged and that the fees will be paid as follows:

– Chairman of the audit committee EUR 35,000 and members EUR 15,000
– Chairman of the Compensation Committee EUR 27,500 and members EUR 10,000 and
– Chairman of the Nomination and Governance Committee EUR 20,000 and members EUR 10,000.

The annual base compensation will be paid in shares of the Company and in cash, so that approximately 40% of the compensation will be paid in shares of the Company to be purchased on behalf of the members of the Board, and the remainder in cash. The annual committee fees will be paid in cash. If a Board member’s term ends prior to the 2023 Annual General Meeting, the Board has the right to decide on the eventual clawback of annual dues as it deems appropriate.

The Company will bear all costs and transfer duties associated with the purchase of shares in the Company. Shares so purchased may not be sold for two years from the date of purchase or until termination of membership of the Board of Directors, whichever comes first. According to the purchase order issued by the Company, the shares will be purchased within two (2) weeks of the publication of the Company’s interim report for the period from January 1 to March 31, 2022.

The AGM further decided that travel and accommodation expenses incurred at meetings held away from a director’s place of residence will be paid by invoice.

Listener

PricewaterhouseCoopers Oy, a firm of chartered accountants, has been re-elected as the company’s auditor for a term which will continue until the end of the next annual general meeting. According to PricewaterhouseCoopers Oy, licensed public accountant (KHT) Mikko Nieminen will continue to be the lead audit partner. It was decided that the audit fees would be paid on invoices approved by the audit committee of the board of directors.

Authorization to decide on the issue of shares and special rights giving right to shares

The Board of Directors has been authorized to decide on the issue of new shares, the transfer of treasury shares and the issue of special rights giving the right to shares in proportion to the shareholders’ existing stake in the Company, or as part of a reserved capital increase, derogating from the preferential subscription right. The Board of Directors may also decide to issue shares without compensation for the benefit of the Company itself. The overall maximum number of new shares that can be issued and of treasury shares that can be transferred is 25,000,000, including the number of shares that can be received on the basis of special rights. The authorization will be valid for 18 months from the date of the resolution of the General Assembly.

Authorization to decide on the buyback of the Company’s own shares

The Board of Directors has been authorized to decide to buy back a maximum of 50,000,000 of the Company’s own shares at the public market price from the Company’s own funds. The authorization also includes the right to pledge the Company’s own shares. The authorization will be valid for 18 months from the date of the resolution of the AGM and it revoked the redemption authorization granted by the previous AGM.

Partial modification to the society Statutes of the associationnot

The General Assembly approved the proposals of the Board of Directors to modify articles 8 and 11 of the statutes.

Article 8 of the Articles of Association has been amended to allow the AGM to elect the auditor also in advance for a term of one financial year and to include a reference to the Finnish Patent and Trademark Office. registration as an approving authority of the full auditor.

Article 11 of the articles of association has been amended so that the annual general meeting decides, in addition to the points currently listed in article 11 of the articles of association, the adoption of the remuneration policy, if any, and the adoption of the remuneration report. The numbering of the current subpoints 6 to 10 of the second paragraph of Article 11 has been changed accordingly due to the above changes.

The new wordings of the amended articles are as follows:

Ҥ8 VERIFIER
The Company will have one (1) auditor, who will be an auditing firm approved by the Finnish Patent and Registration Office.

The term of office of the auditor is a financial period.

Ҥ11 ANNUAL GENERAL MEETING
The Annual General Assembly is held within six (6) months following the end of the financial year.

The annual general meeting must
to be presented with
1) the financial statements and the report of the board of directors,
2) the auditor’s report,
decide
3) the adoption of the financial statements,
4) the use of the profit appearing on the adopted balance sheet,
5) the disclaimer of the members of the Board of Directors and the Chairman and Chief Executive Officer,
6) adoption of the Remuneration Policy, if necessary,
7) adoption of the remuneration report,
8) the remuneration of the Board of Directors and the Statutory Auditor,
9) the number of members of the Board of Directors,
elect
10) members of the board of directors,
11) the verifier, and
treat with
12) any other matter mentioned in the notice of meeting.

Authorization to decide on charitable contributions

The Board of Directors has been authorized to decide on contributions not exceeding a total of EUR 500,000 for charitable or related purposes and to decide on the recipients, purposes and other modalities of the contributions. The contributions will mainly be granted under the Company’s Biofore Share and Care program. The authorization will be valid until the next General Meeting.

AGM minutes

The minutes of the General Meeting will be available on the website www.upm.com/agm2022 from April 12, 2022 at the latest.

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

UPM, Media Relations
Mon-Fri 9:00-16:00 EET
Phone. +358 40 588 3284
[email protected]

UPM
We provide sustainable and responsible solutions and innovate for a future beyond fossils in six business areas: UPM Fibres, UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication Papers and UPM Plywood. As an industry leader in accountability, we are committed to the United Nations Business Ambition for 1.5°C and science-based climate change mitigation targets. We employ 17,000 people worldwide and our annual sales are around 9.8 billion euros. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – Beyond fossils. www.upm.com

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