Notice of the Annual General Meeting of UPM-Kymmene Corporation
UPM-Kymmene Corporation Stock Exchange Release (Notice to general meeting) 5 February 2025 at 15:00 EET
Notice is given to the shareholders of
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
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
The first dividend instalment,
The second dividend instalment,
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,
On
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
11. Resolution on the remuneration of the members of the Board of Directors
The Board's
- Audit Committee: Chair
EUR 50,000 (previouslyEUR 45,000 ) and membersEUR 30,000 (previouslyEUR 25,000 ) - Remuneration Committee: Chair
EUR 27,500 and membersEUR 10,000 -
Nomination and Governance Committee : ChairEUR 20,000 and membersEUR 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
12. Resolution on the number of members of the Board of Directors
The Board's
13. Election of members of the Board of Directors
The Board of Directors'
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.
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
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
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
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
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
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.
C. Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on
Preregistration for the Annual General Meeting commences on
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
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
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
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
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.
BOARD OF DIRECTORS
UPM, Media Relations
Mon-Fri
tel. +358 40 588 3284
media@upm.com
UPM
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