The shareholders of UPM-Kymmene Corporation are hereby summoned to the company's
Annual General Meeting to be held on Wednesday, March 26, 2008, beginning at
14:30 in the Helsinki Fair Centre, Congress Wing Entrance, address Messuaukio 1,
00520 Helsinki. The names of the participants will be checked and the voting
slips issued beginning at 13.30.
The following matters will be dealt with at the Meeting:
1. Presentation of the Report of the Board of Directors, Financial Statements
and the Auditors' Report as well as Adoption of the Financial Statements
2. The Use of the Profit shown on the adopted Balance Sheet
The Board of Directors has decided to propose to the Annual General Meeting that
based on the adopted Balance Sheet as per December 31, 2007, a dividend of EUR
0.75 per share be paid for the financial year 2007. The dividend will be paid to
the shareholders who are registered in the list of shareholders maintained by
Finnish Central Securities Depository Ltd. on March 31, 2008, which is the
record date for the dividend payment. The Board of Directors proposes to the
Annual General Meeting that the dividend payment be made on Thursday, April 10,
2008.
3. Discharge from Liability to the Members of the Board of Directors and the
President & CEO
4. Remuneration to be paid to the Board of Directors
The Nominating and Corporate Governance Committee proposes that the fees of the
Board and Committee members remain unchanged i.e. the fees for the Board members
who do not belong to the operative management will be the following: EUR 175,000
p.a. to the Chairman of the Board, EUR 120,000 p.a. to the Vice-Chairmen and to
the Chairman of the Audit Committee, and EUR 95,000 p.a. to the members of the
Board. Daily allowance will be paid in accordance with the company's Travel Rule
when the meeting is held outside the place of residence of a Board member. In
addition, expenses incurred from travel and lodging will be payable against
invoice. Of the annual fee, 60% will be payable in cash and 40% in the form of
company shares to be purchased on the members' behalf. The order to purchase the
shares will be given within two weeks after the Annual General Meeting and the
shares will be relinquished to the members in October.
5. Remuneration to be paid to the Auditors
The Board of Directors proposes to the Annual General Meeting that the
remuneration to the auditors be paid against invoice. In 2007 the auditors were
paid EUR 3.4 million as audit fees, EUR 0.5 million as audit-related fees, and
EUR 1.0 million as tax consulting fees.
6. Number of the Members of the Board of Directors
Based on the recommendation of the Nominating and Corporate Governance
Committee, the Board proposes that the Board of Directors be composed of 10
members. At present the Board is composed of 11 members.
7. Members of the Board of Directors
Based on the recommendation of the Nominating and Corporate Governance
Committee, the Board proposes that Michael Bottenheim, Berndt Brunow, Karl
Grotenfelt, Georg Holzhey, Wendy Lane, Jussi Pesonen, Ursula Ranin and
Veli-Matti Reinikkala, be re-elected for the new term that will continue until
the end of the next Annual General Meeting of shareholders. Additionally, the
Nominating and Corporate Governance Committee proposes that Mr. Matti Alahuhta
and Mr. Björn Wahlroos be elected as new Board members for the same term. The
proposed Board members are independent, with the exception of Mr. Jussi Pesonen.
According to the Corporate Governance Guidelines, a non-independent member of
the Board of Directors may not be a member of the Audit Committee, Human
Resources Committee, or the Nominating and Corporate Governance Committee.
Matti Alahuhta has been President & CEO of KONE Corporation since 2006 and
member of the Board of KONE Corporation since 2003. Prior to joining KONE
Corporation as President in 2005, Mr Alahuhta served as Executive Vice President
of Nokia Corporation 2004, as President of Nokia Mobile Phones 1998-2003, and as
President of Nokia Telecommunications 1993-1998. His current key positions of
trust are Chairman of the Foundation Board of the International Institute for
Management Development (IMD, Switzerland), Chairman of the Board for the
Centennial Foundation of Technology Industries of Finland and Board Member of BT
Group.
Björn Wahlroos has been President and CEO of Sampo plc since 2001. Previously he
has worked as Chairman of Mandatum Bank plc in 1998-2000, CEO and Vice Chairman
of Mandatum & Co Ltd in 1992-1997 and Member of the Executive Committee and
Executive Vice President in Union Bank of Finland in 1985-1992. Prior to 1985 he
held the post of Professor of Economics.
8. Auditor
The Audit Committee proposes to the Annual General Meeting that the auditing
company PricewaterhouseCoopers Oy be elected for the new term that will continue
until the end of the next Annual General Meeting of shareholders.
9. Authorisation to the Board of Directors to Buy Back the Company's Own Shares
The Board proposes that the Annual General Meeting resolve to authorise the
Board to buy back not more than 51,000,000 shares of the company.
The own shares will be purchased in public trading otherwise than in proportion
to the existing shareholdings of the company's shareholders at the market price
quoted at the time of purchase on the trading places where the company's shares
or the certificates entitling to its shares are traded, using the company's
distributable shareholders' equity.
The shares will be acquired to be used for financing of possible corporate
acquisitions and investments or other business operations and as part of the
company's incentive programs, or to be held by the company, relinquished or
invalidated.
The buy-back authorisation will remain valid for 18 months from the date of the
decision of the Annual General Meeting. If this authorisation is approved, it
will cancel the authorisation to buy back the company's own shares decided by
the Annual General Meeting on March 27, 2007.
10. Increasing of Funds
The Board proposes that the Annual General Meeting decide on the increasing of
the company's share capital with 26,832.00 euros by transferring the equivalent
amount from the share premium reserve to the share capital. No new shares will
be issued in connection with the increase of funds.
Information
The annual report for the year 2007 will be available for viewing on the
Internet at the address www.upm-kymmene.com as of February 29, 2008.
The proposals of the Board of Directors, the Financial Statements, the Report of
the Board of Directors and the Auditors' Report will be available for inspection
by the shareholders as of Wednesday, March 19, 2008 at UPM-Kymmene Corporation's
Head Office (address below). Copies of these documents will be sent to the
shareholders on request.
Right to Attend the Meeting
Shareholders wishing to attend the Meeting have to be registered in the list of
the company's shareholders maintained by Finnish Central Securities Depository
Ltd. on Friday, March 14, 2008.
Shareholders wishing to attend the Meeting must inform the company thereof no
later than by 16:00 on Tuesday, March 18, 2008 in writing to UPM-Kymmene
Corporation, Share Register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki,
Finland, by telephone to numbers +358 (0)2041 50108 or +358 (0)2041 50109 from
Monday to Friday between 8:00 - 16:00, by telefax to number +358 (0)2041 50333,
or via the Internet at www.upm-kymmene.com. Written notifications must arrive
before the deadline stated above. Possible proxies should be submitted in
connection with the notifications of attendance.
Shareholders Registered under Nominees
Shareholders registered in nominee accounts may participate in the Annual
General Meeting if they have been temporarily registered in the company's list
of shareholders not later than 10 days prior to the Meeting. Nominee-registered
shareholders should contact the custodian of their nominee account about the
notification of their participation in the Meeting well in advance of the
deadline mentioned above.
Helsinki, February 5, 2008
BOARD OF DIRECTORS
ATTACHMENT I
Proposal concerning the Authorisation of the Board of Directors to buy back the
Company's own Shares.
The Board of Directors proposes to the Annual General Meeting of shareholders of
UPM-Kymmene Corporation to be held on March 26, 2008 that the Board be
authorised to resolve to buy back the company's own shares ("Buy-back
authorisation") on the following terms:
Maximum Amount of Shares to be bought back
The Board shall be authorised to resolve to buy back no more than 51,000,000
shares of the company.
Directed Purchasing and the Purchase Price of the Shares
The own shares will be purchased in public trading otherwise than in proportion
to the existing shareholdings of the company's shareholders at the market price
quoted at the time of purchase on the trading places where the company's shares
or the certificates entitling to its shares are traded, using the company's
distributable shareholders' equity.
The purchase price for the shares will be paid according to the applicable rules
of the trading places where the shares have been acquired.
Holding, Invalidation and Relinquishment of the Shares
The shares will be acquired to be used for financing of corporate acquisitions
and investments or other business operations and as part of the company's
incentive programs, or to be held by the company, relinquished or invalidated.
Other Terms and Validity
The Board shall decide on all other matters related to the buy-back of the
company's own shares.
The authorisation will remain valid for 18 months from the date of the decision
of the Annual General Meeting.
ATTACHMENT II
Proposal concerning the Increasing of the Share Capital by Decreasing the Share
Premium Reserve
At the Annual General Meeting on March 27, 2007 the decision was made to
decrease the share premium reserve and the legal reserve of the Company as shown
in the balance sheet as per December 31, 2006 by transferring the amounts of the
reduction to the invested non-restricted equity fund of the Company. After the
reduction the amounts of the share premium reserve and the legal reserve in the
balance sheet as per December 31, 2006 were zero.
During the year 2007 subscription prices exceeding the book equivalent value of
shares for the shares subscribed under option programs, amounting to EUR 26,852,
were recorded in the share premium reserve.
The Board of Directors of UPM-Kymmene Corporation proposes to the Annual General
Meeting of Shareholders to be held on March 26, 2008 that the share premium
reserve as shown in the balance sheet as per December 31, 2007 would be
decreased by the amount of EUR 26,832 by transferring the respective amount to
the share capital of the Company. No new shares will be issued against the
increasing of the share capital.
UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Corporate Communications
DISTRIBUTION
OMX Nordic Exchange Helsinki
Main media
www.upm-kymmene.com