Decisions of UPM-Kymmene Corporation’s Annual General Meeting

UPM-Kymmene Corporation        Stock Exchange Release (Decisions of general meeting)        12 April 2023 at 16:15 EEST

Decisions of UPM-Kymmene Corporation’s Annual General Meeting

The Annual General Meeting (AGM) of UPM-Kymmene Corporation took place in Helsinki, Finland, today, 12 April 2023.

The AGM adopted the Company’s Financial Statements 2022 and resolved on a dividend of EUR 1.50 per share for the year 2022. The dividend is paid in two instalments. The AGM adopted the Remuneration Report for governing bodies, elected auditors for the financial years 2023 and 2024, and authorised the Board of Directors to decide on the issuance of new shares and special rights entitling to shares, repurchase of the Company’s own shares and resolve on charitable contributions. Pia Aaltonen-Forsell was elected as new director to the Board. Björn Wahlroos stepped down from the Board.

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 2022. A dividend of EUR 1.50 per share is paid, as proposed by the Board of Directors. The dividend is paid in two instalments. The first dividend instalment, EUR 0.75 per share, is 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 on 14 April 2023. The payment date for the first dividend instalment is on 21 April 2023. The second dividend instalment, EUR 0.75 per share, is 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 payment date for the second dividend instalment is on 2 November 2023.

Composition of the Board of Directors

The number of members of the Board of Directors was confirmed as nine, and Henrik Ehrnrooth, Emma FitzGerald, Jari Gustafsson, Piia-Noora Kauppi, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl were re-elected to the Board. Pia Aaltonen-Forsell was elected as a new director 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 Board of Directors was resolved to be raised so that the Chair of the Board is paid an annual base fee of EUR 218,000, the Deputy Chair of the Board EUR 145,000, and other members of the Board EUR 120,000.

The AGM further resolved 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 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. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2024, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

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.

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.

Election of the auditor for the financial year 2023

PricewaterhouseCoopers Oy, a firm of authorised public accountants, was re-elected as the Company’s auditor for financial year 2023. According to PricewaterhouseCoopers Oy, Authorised Public Accountant (KHT) Mikko Nieminen will continue as the lead audit partner. The audit fee was resolved to be paid against invoices approved by the Board of Directors’ Audit Committee.

Election of the auditor for the financial year 2024

Ernst & Young Oy, a firm of authorised public accountants, was elected as the Company’s auditor for financial year 2024. According to Ernst & Young Oy, Authorised Public Accountant (KHT) Heikki Ilkka will be 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 resolve 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 is 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 resolve 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 is valid for 18 months from the date of the AGM resolution and it revoked the repurchase authorisation granted by the previous AGM.

Partial amendment to the Company’s Articles of Association

The AGM rejected the proposal to amend §10 of the Articles of Association. According to the proposal, the §10 of the Articles of Association would have been amended to allow possibility to organise general meeting as a remote meeting.

Authorisation to resolve on charitable contributions

The Board of Directors was authorised to resolve on contributions not exceeding a total of EUR 1,000,000 for charitable or corresponding purposes and to resolve 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. The authorisation is valid until the next AGM.

AGM minutes

The minutes of the Annual General Meeting will be available on the corporate website www.upm.com/agm2023 on 26 April 2023 at the latest.

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

UPM, Media Relations
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tel. +358 40 588 3284
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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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