Decisions of UPM-Kymmene Corporation's Annual General Meeting

UPM-Kymmene Corporation        Stock Exchange Release (Decisions of General Meeting)        29 March 2022 at 15:40 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, 29 March 2022. In order to prevent the spread of the Covid-19 pandemic, shareholders or their proxy representatives could not participate in person at the meeting venue. A total of 2,737 shareholders representing approximately 310,135,743 million shares and votes were represented at the meeting. The AGM supported all the proposals by the Company's the Board of Directors as well as Board's Nomination and Governance Committee. Information regarding casted votes in each agenda item is available in the AGM minutes at the Company's webpage www.upm.com/agm2022 on 12 April 2022 at the latest.

The AGM adopted the Company's Financial Statements 2021 and resolved on a dividend of EUR 1.30 per share for the year 2021. The AGM approved proposals for the partial amendments to the Company's Articles of Association, adopted the Remuneration Report for governing bodies 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 charitable contributions. Topi Manner was elected as new director to the Board. Berndt Brunow 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 2021. As proposed by the Board of Directors, a dividend of EUR 1.30 per share will be paid on 7 April 2022. The dividend ex-date is 30 March 2022 and record date 31 March 2022.

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, Marjan Oudeman, Martin à Porta, Kim Wahl and Björn Wahlroos were re-elected to the Board. Topi Manner 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 Chair of the Board of Directors was resolved to be raised so that the Chair of the Board will be paid an annual base fee of EUR 200,000. The remuneration of the Deputy Chair of the Board and the other members of the Board remains unchanged, and the Deputy Chair of the Board will be paid an annual base of EUR 140,000 and other members of the Board EUR 115,000.

The AGM further resolved that the remuneration of the Remuneration Committee Chair be raised and other annual committee fees payable to the members of the Board of Directors' committees remain unchanged and that the fees will be paid as follows:

- Audit Committee Chair EUR 35,000 and members EUR 15,000
- Remuneration Committee Chair EUR 27,500 and members EUR 10,000 and
- 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 2023, 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. 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 2022.

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 continue 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.

Partial amendment to the Company's Articles of Association

The AGM approved the Board of Directors' proposals for the amendments to the articles 8 and 11 of the Articles of Association.

The article 8 of the Articles of Association was amended to allow the AGM to elect auditor also in advance for a term of one financial period and to include a reference to the Finnish Patent and Registration Office being the authority approving the auditor by operation of law.

The article 11 of the Articles of Association was amended so that the Annual General Meeting shall decide, in addition to the items currently listed in article 11 of the Articles of Association, on the adoption of the remuneration policy, when necessary and on the adoption of the remuneration report. The numbering of current sub-items 6-10 of the second paragraph of article 11 was changed accordingly due to the above-mentioned amendments.

The new wordings of the amended articles are as follows:

Ҥ8 AUDITOR
The Company shall have one (1) Auditor, which shall be an auditing firm approved by the Finnish Patent and Registration Office.

The term of office of the Auditor shall be a financial period.”

Ҥ11 ANNUAL GENERAL MEETING
The Annual General Meeting shall be held within six (6) months of the end of the financial period.

The Annual General Meeting shall
be presented with
1) the Financial Statements and the Report of the Board of Directors,
2) the Auditor's Report,
decide on
3) the adoption of the Financial Statements,
4) the use of the profit shown on the adopted balance sheet,
5) the release from liability of the members of the Board of Directors and the President and CEO,
6) adoption of the Remuneration Policy, when necessary,
7) adoption of the Remuneration Report,
8) the remuneration of the Board of Directors and the Auditor,
9) the number of members of the Board of Directors,
elect
10) the members of the Board of Directors,
11) the Auditor, and
deal with
12) any other matters mentioned in the notice of the meeting.”

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. 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/agm2022 from 12 April 2022 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
[email protected]

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 17,000 people worldwide and our annual sales are approximately EUR 9,8 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – Beyond fossils. www.upm.com

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