Decisions of UPM-Kymmene Corporation's Annual General Meeting
HELSINKI, March 27, 2025 /PRNewswire/ -- UPM-Kymmene Corporation Stock Exchange Release (Decisions of the Annual General Meeting) 27 March 2025 at 16:15 EET
Decisions of UPM-Kymmene Corporation's Annual General Meeting
UPM-Kymmene Corporation's Annual General Meeting was held today, 27 March 2025, in Helsinki.
The Annual General Meeting adopted the financial statements for 2024 and resolved on a dividend of EUR 1.50 per share for the financial period 2024. The dividend will be paid in two instalments. The Annual General Meeting adopted the Remuneration Report for Governing Bodies, resolved on the election of the auditor and the sustainability reporting assurer, authorised the Board of Directors to resolve on the issuance of new shares and special rights entitling to shares, the repurchase of the company's own shares and charitable contributions, and resolved on the partial amendment of the Articles of Association.
Financial statements and dividend
The Annual General Meeting 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 2024. A dividend of EUR 1.50 per share is paid, as proposed by the Board of Directors. The dividend will be paid in two instalments. The first dividend instalment of EUR 0.75 per share will be paid to shareholders who are registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the first dividend instalment, 31 March 2025. The payment date for the first dividend instalment is 8 April 2025. The second dividend instalment of EUR 0.75 per share will be paid to shareholders who are registered in the shareholders' register of the company held by Euroclear Finland Ltd on the record date of the second dividend instalment, 31 October 2025. The payment date for the second dividend instalment is 7 November 2025.
Composition of the Board of Directors
The number of members of the Board of Directors was confirmed to be nine, and Henrik Ehrnrooth, Pia Aaltonen-Forsell, Jari Gustafsson, Piia-Noora Kauppi, Melanie Maas-Brunner, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl were re-elected to the Board of Directors. The directors' term of office will end upon the closure of the next Annual General Meeting.
Remuneration Report
The Annual General Meeting adopted the Remuneration Report for Governing Bodies for the financial period 2024. The decision made by the Annual General Meeting is advisory.
Remuneration of the Board of Directors
It was resolved to increase the remuneration of the Chair and Deputy Chair of the Board of Directors so that the Chair of the Board of Directors will be paid an annual base fee of EUR 240,000 (previously EUR 231,000) and the Deputy Chair of the Board of Directors will be paid an annual base fee of EUR 150,000 (previously EUR 145,000). The remuneration of the other members of the Board of Directors will remain unchanged and they will be paid an annual base fee of EUR 120,000.
The Annual General Meeting resolved to pay the following annual remuneration to the members of the Board of Directors' committees:
- Audit Committee: Chair EUR 50,000 (previously EUR 45,000) and members EUR 30,000 (previously EUR 25,000)
- 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 fees are 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 annual committee fees are paid in cash. If the term of a member of the Board terminates before the annual general meeting of 2026, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
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.
In addition, the Annual General Meeting resolved that directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoice.
Election of an auditor for the financial period 2026 and an election of a sustainability reporting assurer for the financial period 2025 and 2026
Ernst & Young Oy, a firm of authorised public accountants, was elected as the company's auditor for the financial period 2026. According to Ernst & Young Oy, Authorised Public Accountant (KHT) Heikki Ilkka will be the lead audit partner.
Ernst & Young Oy, a firm of authorised sustainability audit, was elected as the Company's sustainability reporting assurer for the financial periods 2025 and 2026, with Authorised Sustainability Auditor (KRT) Heikki Ilkka as the principally responsible sustainability reporting assurer.
It was resolved that the remuneration of the auditor and the sustainability reporting assurer will be paid against invoices approved by the Board's Audit Committee.
Authorisation to resolve 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 resolve 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 Annual General Meeting.
Authorisation to resolve 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 using the company's unrestricted shareholders' equity as resolved by the Board. The price paid for the shares under the authorisation shall be based on the market price formed on the securities markets or a price otherwise formed in a competitive process. The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the Company's shareholders (directed repurchases). Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. The authorisation also includes the right to accept the Company's own shares as a pledge. The Company may enter into derivative, share lending or other arrangements customary in capital market practice in connection with the repurchases. The authorisation is valid for 18 months from the date of the decision of the Annual General Meeting, and it revoked the authorisation granted by the previous Annual General Meeting to repurchase the company's own shares to the extent that the Board of Directors has not already made decisions on repurchase based on the authorisation.
Partial amendment of the Articles of Association
The Annual General Meeting resolved to amend Article 10 of the Articles of Association (Notice of the General Meeting) so that it allows the General Meeting to be held entirely without a meeting venue as a so-called remote meeting. 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 Annual General Meeting also resolved to add specifications concerning the sustainability reporting assurance and related technical amendments to Articles 8 (Auditor) and 11 (Annual General Meeting) of the Articles of Association.
Authorisation to resolve on donations for charitable purposes
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 would be primarily granted under the Company's Share and Care program whose focus areas are youth, education, and climate and biodiversity.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the company's website www.upm.com/agm2025 no later than 10 April 2025.
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UPM is a material solutions company, renewing products and entire value chains with an extensive portfolio of renewable fibres, advanced materials, decarbonization solutions, and communication papers. Our performance in sustainability has been recognized by third parties, including EcoVadis and the Dow Jones Sustainability Indices. We operate globally and employ approximately 15,800 people worldwide, with annual sales of approximately €10.3 billion. Our shares are listed on Nasdaq Helsinki Ltd.
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