Decisions of UPM-Kymmene Corporation's Annual General Meeting and the Board of Directors

UPM-Kymmene Corporation       Stock Exchange Release           7 April 2016 at 16:45 EET

Decisions of UPM-Kymmene Corporation's Annual General Meeting and the Board of Directors

The Annual General Meeting of UPM-Kymmene Corporation took place in Helsinki, Finland, today, 7 April 2016. The meeting was opened by the Chairman of the Board of Directors, Björn Wahlroos, and chaired by Johan Aalto, Attorney-at-Law. A total of 3,039 shareholders were present or represented at the meeting, representing a total of 276,937,383 shares and votes. The AGM approved all Board and committee proposals and all decisions were taken without voting.

Decisions of the AGM

The AGM approved the Financial Statements of the Company and discharged the members of the Board of Directors and the President and CEO from liability for the financial period 1 January-31 December 2015. As proposed by the Board of Directors, a dividend of EUR 0.75 per share will be paid on 21 April 2016. The dividend record date is 11 April 2016.

Composition and remuneration of the Board of Directors

The number of members of the Board of Directors was confirmed as ten, and all former directors, i.e. Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Wendy E. Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos, were re-elected to the Board for a term continuing until the end of the next AGM.

The Board remuneration was decided to remain unchanged: the Chairman of the Board will be paid an annual fee of EUR 175,000, Deputy Chairman of the Board and Chairman of the Audit Committee EUR 120,000 and other members of the Board EUR 95,000. No annual fee will be paid to a member of the Board of Directors belonging to the executive management of the Company. The annual fee will be paid in Company shares and cash so that 40% of the fee will be paid in the Company shares to be acquired on the Board members' behalf, and the rest in cash. The Company will pay any costs and transfer tax related to the acquisition of the Company shares. According to the purchase order issued by the Company, the shares will be acquired within two (2) weeks following the release of the Company's Interim Report for the period 1 January-31 March 2016.

In addition, the AGM decided that travel and lodging expenses incurred from meetings held elsewhere than in the Board member's place of residence will be paid against invoice.

Auditor

PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-elected as the Company's external auditor for a term that will continue until the end of the next Annual General Meeting. According to PricewaterhouseCoopers Oy, Authorized Public Accountant Merja Lindh will continue to serve as the lead audit partner. The audit fee was resolved to be paid against invoices approved by the Board of Directors' Audit Committee.

Authorization to decide on the issuance of shares and special rights entitling to shares

The Board of Directors was authorized to decide 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 decide 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 authorization will be valid for three years from the date of the AGM resolution.

Authorization to decide on the repurchase of the Company's own shares

The Board of Directors was authorized to decide on the repurchase of a maximum of 50,000,000 of the Company's own shares using the Company's unrestricted shareholders' equity. The authorization also includes the right to accept the Company's own shares as a pledge. The authorization will be valid for 18 months from the date of the AGM resolution and it revoked the repurchase authorization granted by the previous AGM.

Authorization to decide on the recognition of reversal entries of revaluations in the reserve for invested non-restricted equity

The Board of Directors was authorized to decide on the recognition of reversal entries of revaluations made in the balance sheet in the reserve for invested non-restricted equity to the extent they cannot potentially be fully recognised in the revaluation reserve. The maximum amount of reversal entries to be recognised in the reserve for invested non-restricted equity is EUR 158 million. The authorization will be valid until the next AGM.

Authorization to decide on charitable contributions

The Board of Directors was authorized to decide on contributions not exceeding a total of EUR 250,000 for charitable or corresponding purposes and to determine the recipients, purposes and other terms and conditions of the contributions. The authorization will be valid until the next AGM.

Decisions of the Board of Directors

At the meeting of the Board of Directors held following the AGM, Björn Wahlroos was re-elected as Chairman, and Berndt Brunow as Deputy Chairman of the Board of Directors.

In addition, the Board of Directors elected the chairmen and other members to the Board committees from among its members. No changes took place in the committee compositions:

• Piia-Noora Kauppi was re-elected to chair the Audit Committee, and Wendy E. Lane and Kim Wahl were re-elected as other committee members.
   
• Veli-Matti Reinikkala was re-elected to chair the Remuneration Committee, and Henrik Ehrnrooth and Suzanne Thoma were re-elected as other committee members.
   
• Björn Wahlroos was re-elected to chair the Nomination and Governance Committee, and Berndt Brunow and Ari Puheloinen were re-elected as other committee members.

All committee members are independent of both the Company and its significant shareholders.

AGM minutes

The minutes of the Annual General Meeting will be available on the corporate website  www.upm.com/governance from 21 April 2016 at the latest.

UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations

UPM, Media Relations
9.00-16.00 EET
tel. +358 40 588 3284
media@upm.com

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UPM
Through the renewing of the bio and forest industries, UPM is building a sustainable future across six business areas: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Paper Asia, UPM Paper Europe and North America and UPM Plywood. Our products are made of renewable raw materials and are recyclable. We serve our customers worldwide. The group employs around 19,600 people and its annual sales are approximately EUR 10 billion. UPM shares are listed on NASDAQ OMX Helsinki. UPM - The Biofore Company - www.upm.com