At the Annual General Meeting of UPM-Kymmene Corporation, held on 22 March 2010, the accounts of the company for the year 2009 were approved and the members of the Board of Directors and the President and CEO were discharged from liability for the financial period.
According to the proposal of the Board of Directors, the AGM decided that a dividend of EUR 0.45 per share will be paid on 7 April 2010. The dividend will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on 25 March 2010, which is the record date for the dividend payment.
According to the proposal of the Board's Nomination and Corporate Governance Committee, the Board of Directors continues to be composed of nine members. Mr Robert J. Routs was elected as a new member of the Board of Directors. The members, Mr Matti Alahuhta, Mr Berndt Brunow, Mr Karl Grotenfelt, Ms Wendy E. Lane, Mr Jussi Pesonen, Ms Ursula Ranin, Mr Veli-Matti Reinikkala, and Mr Björn Wahlroos were re-elected as members of the Board of Directors.
The Board's Nomination and Corporate Governance Committee's proposal that the fees of the Board and Committee members remain unchanged was approved. The fees for the Board members who do not belong to the operative management will be the following: The Chairman of the Board of Directors will receive a fee of EUR 175,000 for the year, the Vice Chairman of the Board of Directors and the Chairman of the Audit Committee a fee of EUR 120,000, and the members of the Board of Directors a fee of EUR 95,000. 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 paid in cash and 40% in the form of company shares purchased on the members' behalf.
According to the proposal of the Board's Audit Committee, the auditing company PricewaterhouseCoopers Oy was re-elected as Auditor of the company and the remuneration to the Auditor was decided to be paid against the Auditor's invoice.
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Amendments of the Articles of Association
The AGM approved the Board's proposal to amend §4 of the Articles of Association to the effect that the Board of Directors has only one Deputy Chairman instead of two Deputy Chairmen. The amendment does not affect the aggregate number of Board members, i.e. that the Board continues to have at least five and not more than twelve members.
The AGM approved the Board's proposal to amend §10 of the Articles of Association regarding the notice period of the General Meeting of the shareholders in such a manner that the notice to the meeting shall be published no later than three weeks prior to the General Meeting, but in any case at the latest nine days before the record date referred to in Section 2, Subsection 2 of Chapter 4 of the Finnish Companies Act.
Authorisation to decide on the acquisition of the Company's own shares
The Board was authorised to decide on the acquisition of not more than 51,000,000 own shares of the company. The authorisation includes also the right to accept the company's own shares as pledge.
By virtue of the authorisation the Company's own shares will be acquired 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 unrestricted shareholders' equity.
The shares will be acquired to be used for financing of possible corporate acquisitions, investments or other business operations or as part of the Company's incentive programmes, or to be retained by the Company, transferred or cancelled.
The Board shall decide on all other matters related to the acquisition of the Company's own shares.
The authorisation will remain valid for 18 months from the date of the resolution of the Annual General Meeting. This authorisation cancels the authorisation to acquire the Company's own shares resolved by the Annual General Meeting on 25 March 2009.
Authorisation to decide on the issuance of shares and special rights entitling to shares of the Company
The Board was authorised to decide on the issuance of shares and/or transfer the Company's own shares held by the Company and/or issue special rights entitling to shares of the Company as follows:
The maximum number of the new shares that may be issued and the Company's own shares held by the Company that may be transferred is in the aggregate 25,000,000 shares 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 Companies Act.
The new shares and special rights entitling to shares of the Company may be issued and the Company's own shares held by the Company may be 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, provided that the Company has a weighty financial reason for doing so, such as financing of possible corporate acquisitions, investments or other business operations, or using the shares as part of the Company's incentive programmes.
The Board of Directors may decide on a share issue without a payment to the Company itself.
The new shares may be issued and the own shares held by the Company may be transferred either against payment or without payment. The directed share issue may be without payment only in case there is an especially weighty financial reason when taking into consideration the interests of the Company and all its shareholders.
The subscription price of the new shares and the amount payable for the Company's own shares shall be recorded in the reserve for invested unrestricted equity.
In accordance with Chapter 9, Section 20 of the Finnish Companies Act, a public company may not decide on a free of payment issue to the company itself, if the total number of the company's own shares held by the company and its subsidiaries would then exceed one tenth (1/10) of all of the shares of the company.
The Board shall decide on all other matters related to the issues and transfers of shares and special rights entitling to shares. The authorisation is valid until 22 March 2013.
Donations for philanthropic or corresponding purposes
The Board was authorised to decide to donate no more than EUR 500,000 for philanthropic or corresponding purposes in year 2010 and that the Board be authorised to determine the donees, the purposes and the terms of the donations at its discretion.
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