Notice of the Annual General Meeting of UPM-Kymmene Corporation

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05 Feb, 2025, 13:45 GMT

UPM-Kymmene Corporation Stock Exchange Release (Notice to general meeting) 5 February 2025 at 15:00 EET

HELSINKI, Feb. 5, 2025 /PRNewswire/ -- Notice of the Annual General Meeting of UPM-Kymmene Corporation

Notice is given to the shareholders of UPM-Kymmene Corporation (the "Company" or "UPM") of the Annual General Meeting to be held on Thursday, 27 March 2025 starting at 14:00 (EET) at Finlandia Hall Mannerheimintie 13 e, Helsinki, Finland. The reception of attendees who have preregistered for the meeting, the distribution of voting tickets and coffee service will commence at 12:30 (EET) at the meeting venue.

It is not possible for shareholders to vote in advance or participate in the Annual General Meeting in other means than at the meeting venue. Shareholders may, however, follow the meeting through a webcast. Instructions regarding the webcast are available at www.upm.com/agm2025. Webcast starts on 27 March 2025 at 14:00 (EET). It is not possible to ask questions, make counterproposals or vote through the webcast. Following the webcast is not considered as participation in the Annual General Meeting or exercise of the shareholder rights.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of a person to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2024
- Review by the President and CEO

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board proposes that an aggregate dividend of EUR 1.50 per share be paid based on the balance sheet to be adopted for the financial year ended on 31 December 2024, and that the remaining portion of the distributable funds be retained in the Company's non-restricted shareholders' equity. The Board proposes that the dividend be paid in two instalments.

The first dividend instalment, EUR 0.75 per share, is proposed to be 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 31 March 2025. The Board proposes that the payment date for the first dividend instalment would be on 8 April 2025.

The second dividend instalment, EUR 0.75 per share, is proposed to be 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 31 October 2025. The Board proposes that the payment date for the second dividend instalment would be on 7 November 2025.

If the payment of the dividend is prevented due to applicable law, regulation or unexpected circumstances, the Board will resolve, as soon as practically possible, on a new record date and payment date.

On the date of the dividend proposal, 5 February 2025, the registered number of the Company's shares is 533,735,699. The aforementioned number of shares includes 411,653 treasury shares which are not entitled to dividend. As a result, the proposed aggregate dividend would total EUR 800 million.

On 31 December 2024, the distributable funds of the parent company were EUR 2,870,807,659.79. The profit of the parent company for the period was EUR 381,913,739.95.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Adoption of the Remuneration Report

The Board proposes that the Annual General Meeting adopts the Remuneration Report for the financial period 2024.

The Remuneration Report for the year 2024 will be available on the Company's website at www.upm.com/agm2025 as of 6 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors

The Board's Nomination and Governance Committee proposes to the Annual General Meeting of UPM that the remuneration of the Chair and Deputy Chair of the Board be raised, and that the Chair of the Board be paid an annual base fee of EUR 240,000 (previously EUR 231,000) and the Deputy Chair of the Board an annual base fee of EUR 150,000 (previously EUR 145,000). The Board's Nomination and Governance Committee proposes that the remuneration of the other members of the Board remains unchanged and that they be paid an annual base fee of EUR 120,000.

The Nomination and Governance Committee further proposes that the remuneration of the Audit Committee Chair and members be raised, remuneration of members of other committees remain unchanged and that the members of the Board's committees be paid annual committee fees as follows:

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 proposed to be 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 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. The annual committee fees are proposed to be 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.

In addition, the Board's Nomination and Governance Committee proposes that directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoice.

12. Resolution on the number of members of the Board of Directors

The Board's Nomination and Governance Committee proposes that the number of members of the Board be the current nine (9).

13. Election of members of the Board of Directors

The Board of Directors' Nomination and Governance Committee proposes to the Annual General Meeting of UPM that the following incumbent directors be re-elected to the Board: Pia Aaltonen-Forsell, Henrik Ehrnrooth, Jari Gustafsson, Piia-Noora Kauppi, Melanie Maas-Brunner, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl. The directors will be elected for a one-year term and their term of office will end upon closure of the next Annual General Meeting. All director nominees have given their consent to the election.

The Board of Directors has assessed the director nominees' independence based on the Finnish Corporate Governance Code's independence criteria and other factors and circumstances to be taken into account in the overall evaluation and concluded that all director nominees are independent of the Company's significant shareholders, and that all director nominees are non-executive and independent of the Company. Henrik Ehrnrooth, Kim Wahl and Piia-Noora Kauppi, if re-elected, would be non-executive directors for 10 consecutive years or more. However, their independence is not compromised due to their service history, and no other factors or circumstances have been identified that could impair their independence. Mr Ehrnrooth has been a member of the Company's Board of Directors since 2015, Mr Wahl since 2012 and Ms Kauppi since 2013.

The biographical details of all director nominees are available at www.upm.com/agm2025.

14. Resolution on the remuneration of the auditor for the financial period 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that the auditor to be elected for the financial period 2026 be paid against invoices approved by the Board's Audit Committee.

15. Resolution on the remuneration of the sustainability reporting assurer for the financial periods 2025 and 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that the sustainability reporting assurer to be elected for the financial periods 2025 and 2026 be paid against invoices approved by the Board's Audit Committee.

16. Election of the auditor for the financial period 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that Ernst & Young Oy, a firm of authorised public accountants, be re-elected as the Company's auditor for the financial period 2026. Since 2023, the Board has proposed to the Annual General Meeting that the Annual General Meeting elects the auditor for the financial period commencing next after the election.

Ernst & Young Oy has informed the Company that Authorised Public Accountant (KHT) Heikki Ilkka would continue as the lead audit partner. He has held this position since the financial period 2024.

17. Election of the sustainability reporting assurer for the financial periods 2025 and 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that Ernst & Young Oy, a firm of authorised sustainability audit, be elected as the Company's sustainability reporting assurer for the financial periods 2025 and 2026.

Ernst & Young Oy has informed the Company that the Authorised Sustainability Auditor (KRT) Heikki Ilkka would act as principally responsible sustainability reporting assurer.

18. Authorising the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Board proposes that the Board be authorised to resolve on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares as follows:

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 referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The proposed maximum number of shares corresponds to approximately 4.7 per cent of the Company's registered number of shares at the time of the proposal.

The new shares and the special rights entitling to shares may be issued and the treasury shares transferred to the Company's shareholders in proportion to their existing shareholdings in the Company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right, if there is a weighty financial reason for doing so from the Company's point of view, such as using the shares as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company's capital structure, or as a part of the Company's incentive plans.

The Board may also resolve on a share issue without payment to the Company itself. In addition, the Board may resolve to issue special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which carry the right to receive, against payment, new shares in the Company or treasury shares in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to offset the subscription price.

The new shares may be issued and the treasury shares transferred either against payment or without payment. The directed share issue may be without payment only if there is an especially weighty financial reason for doing so from the Company's point of view and taking the interests of the Company's shareholders into consideration.

The subscription price of the new shares and the amount payable for the treasury shares shall be recorded in the reserve for invested non-restricted equity.

The Board shall resolve on all other matters related to the issuances and transfers of shares and special rights entitling to shares.

The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the authorisation to resolve on the issuance of shares and special rights entitling to shares which was granted to the Board by the Annual General Meeting on 4 April 2024.

19. Authorising the Board of Directors to resolve on the repurchase of the Company's own shares

The Board proposes that the Board be authorised to resolve on the repurchase of the Company's own shares as follows:

By virtue of the authorisation, the Board may resolve to repurchase a maximum of 50,000,000 of the Company's own shares. The proposed maximum number of shares corresponds to approximately 9.4 per cent of the Company's registered number of shares at the time of the proposal. The repurchases will be made using the Company's non-restricted shareholders' equity, as resolved by the Board, which means that the repurchases will reduce the distributable funds of the Company.

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 Board shall resolve on all other matters related to the repurchase of the Company's own shares.

The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the repurchase authorisation granted to the Board by the Annual General Meeting on 4 April 2024 to the extent that the Board has not previously resolved to repurchase shares based on such authorisation.

20. Resolution on the partial amendment of the Articles of Association

The Board proposes that the Annual General Meeting would resolve to amend article 10 (Notice of the General Meeting of Shareholders) of the Articles of Association to enable holding a general meeting completely without a meeting venue as a so-called remote meeting.

The proposal is based on the legislative changes to Chapter 5 of the Finnish Limited Liability Companies Act, which include the possibility to arrange remote general meetings. 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. Given that shareholders' rights are equally secured in all meeting formats under the Finnish Limited Liability Companies Act, the possibility to organise remote general meetings would enable the Company to be prepared for rapidly changing conditions in the Company's operating environment and the society in general, for example due to pandemics. Despite the proposed amendment, organising physical general meetings will remain the primary option for the Company. The possibility to hold remote general meetings will in practice only be used in exceptional circumstances as mentioned above. It is important for the Company to have means to offer its shareholders the possibility to exercise their shareholder rights and resolve on any matters presented to a general meeting under any circumstances.

UPM is required to appoint a sustainability reporting assurer following the implementation of the Corporate Sustainability Reporting Directive. The Board therefore proposes that the Annual General Meeting would decide to include this obligation into the article 8 (Auditor) so that the Company shall have one (1) sustainability reporting assurer, which shall be a sustainability audit firm approved by the Finnish Patent and Registration Office. The term of office of the sustainability reporting assurer shall be a financial period. It is also proposed to include a mention of this obligation into the article 11 (Annual General Meeting) so that the Annual General Meeting shall elect the sustainability reporting assurer (amended article 11, second paragraph, new sub-item 12) and resolve on the remuneration of the sustainability reporting assurer, and that the numbering of current sub-item 12 of the second paragraph of article 11 be changed accordingly due to the above-mentioned amendment.

The current and proposed new wordings of the above-mentioned articles of the Articles of Association are available on the Company's website at www.upm.com/agm2025.

21. Authorising the Board of Directors to resolve on charitable contributions

The Board proposes that the Board be authorised to resolve on contributions not exceeding a total of EUR 1,000,000 for charitable or corresponding purposes and that the Board be authorised 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 programme whose focus areas are youth, education, and climate and biodiversity.

The authorisation is proposed to be valid until the next Annual General Meeting.

22. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the resolutions on the matters on the agenda of the Annual General Meeting as well as this notice, are available on the Company's website at www.upm.com/agm2025. UPM-Kymmene Corporation's Annual Report, as well as the Remuneration Report for the financial period 2024 will be available on the above-mentioned website as of 6 March 2025. The Annual Report includes the Company's Financial Statements, the report of the Board of Directors (including the Sustainability Statement) as well as the Auditor's Report and the assurance opinion on the sustainability reporting. The proposals for the resolutions and the Financial Statements are also available at the venue of the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 10 April 2025 at the latest.

C. Instructions for the participants of the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 17 March 2025 in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders' register of the Company.

Preregistration for the Annual General Meeting commences on 5 February 2025. A shareholder, who is registered in the shareholders' register of the Company and who wishes to participate in the Annual General Meeting, shall preregister for the meeting no later than 20 March 2025 by 16:00 (EET) by giving a prior notice of attendance, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given:

a) on the Company's website at www.upm.com/agm2025.

Electronic registration requires strong authentication of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish online banking codes, or a mobile certificate.

If a shareholder uses the electronic suomi.fi authorisation, registration requires strong electronic authentication from the authorised representative, which can be conducted with the Finnish online banking codes or a mobile certificate.

b) by regular mail to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland or

c) by e-mail to agm@upm.com.

In connection with the prior notice of attendance, a shareholder shall notify their name, date of birth or business identity code, address, telephone number and/or e-mail address, the name of a possible assistant and the name and date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related necessary registrations.

The shareholder, legal representative and proxy representative shall, upon request, be able to prove their identity and/or right of representation at the meeting.

Further information on registration is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays 9:00-12:00 and 13:00-16:00 (EET).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which she/he on the record date of the Annual General Meeting, i.e., on 17 March 2025, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders' register held by Euroclear Finland Oy by 10:00 (EET) on 24 March 2025 at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.

Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the Company by the time stated above at the latest.

In addition to the above, nominee registered shares shall be represented at the venue of the Annual General Meeting by a holder of nominee registered shares or their proxy representative personally. The Company shall be notified in advance of the name and date of birth of the holder of nominee registered shares or their proxy representative who will be present at the meeting venue.

Further information on these matters can also be found on the Company's website at www.upm.com/agm2025.

3. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting through a proxy representative.

The proxy representative shall authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder, who they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. A proxy template is available on the Company's website at www.upm.com/agm2025.

If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

The signed proxy documents should be submitted to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland or agm@upm.com, prior to the end of the registration period. The original proxy document shall be presented to the Company upon request. In addition to submitting proxy documents, a shareholder or their proxy representative shall ensure that she/he has registered for the Annual General Meeting in the manner described above in this notice.

Shareholders can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at www.suomi.fi/e-authorisations by using the mandate theme "Representation at the General Meeting". In the pre-registration service of the General Meeting, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with the Finnish online banking codes or a mobile certificate. Further information is available at www.suomi.fi/e-authorisations and on the Company's website at www.upm.com/agm2025.

4. Other information

The meeting language is Finnish but some presentations such as the Review by the President and CEO will be held in English. There is simultaneous interpretation available both into Finnish and English at the meeting venue.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the meeting.

Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate the meeting nor on the number of votes held by a shareholder in the meeting.

On the date of this notice of the Annual General Meeting, the Company has 533,735,699 shares representing the same number of votes.

Helsinki, 5 February 2025

UPM-KYMMENE CORPORATION

BOARD OF DIRECTORS

UPM, Media Relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
media@upm.com

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 15,800 people worldwide and our annual sales are approximately EUR 10.3 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore - Beyond fossils. www.upm.com

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