Notice of the Annual General Meeting of UPM-Kymmene Corporation
UPM-Kymmene
Corporation Stock
Exchange Release (Notice to general
meeting) 1 February
2024 at 15:00 EET
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, 4 April 2024 starting at 13:00 (EEST) at Messukeskus
Helsinki (Siipi entrance, Rautatieläisenkatu 3, Helsinki, Finland).
The reception of attendees who have preregistered for the meeting
and the distribution of voting tickets will commence at 12:00
(EEST).
Shareholders may follow the meeting through a webcast.
Instructions regarding the webcast are available at
www.upm.com/agm2024. Webcast starts on 4 April 2024 starting at
13:00 (EEST). 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
2023- 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 to the Annual General Meeting of UPM-Kymmene
Corporation 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 2023, 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 8 April 2024. The Board proposes
that the payment date for the first dividend instalment would be on
16 April 2024.
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 2024. The Board
proposes that the payment date for the second dividend instalment
would be on 7 November 2024.
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, 1 February 2024, 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 2023, the distributable funds of the parent
company were EUR 3,289,796,583.55. The profit of the parent company
for the period was EUR 1,674,687,361.44.
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 year 2023.
The Remuneration Report for the year 2023 will be available on
the Company’s website at www.upm.com/agm2024 as of 1 March
2024.
11. Adoption of the Remuneration Policy
The Board proposes that the Annual General Meeting adopts the
amended Remuneration Policy. The Remuneration Policy was last time
presented to the Annual General Meeting on 31 March 2020.
The amended Remuneration Policy to be presented to the Annual
General Meeting will be available on the Company’s website at
www.upm.com/agm2024 as of 1 March 2024.
12. 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-Kymmene Corporation that the
remuneration of the Chair of the Board be raised, and that the
Chair of the Board be paid an annual base fee of EUR 231,000
(previously EUR 218,000). The Board’s Nomination and Governance
Committee proposes that the remuneration of the Deputy Chair of the
Board and the other members of the Board remains unchanged and that
the Deputy Chair of the Board be paid an annual base fee of EUR
145,000 and other members of the Board 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
45,000 (previously EUR 35,000) and members EUR 25,000
(previously EUR 15,000)• 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 committee fees of the Audit Committee Chair and
members have not been increased since the Annual General Meeting
held in 2017.
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 2025, 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 travel and lodging expenses incurred from meetings
held elsewhere than in a director’s place of residence will be paid
against invoice.
13. 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).
14. Election of members of the Board of
Directors
The Board of Directors’ Nomination and Governance Committee
proposes to the Annual General Meeting of UPM-Kymmene Corporation
that the following incumbent directors be re-elected to the Board:
Pia Aaltonen-Forsell, Henrik Ehrnrooth, Jari Gustafsson, Piia-Noora
Kauppi, Topi Manner, Marjan Oudeman, Martin à Porta and Kim Wahl.
The Nomination and Governance Committee further proposes that
Melanie Maas-Brunner be elected as a new director to the Board. 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.
Emma FitzGerald has announced that she is not available for
re-election.
The new director nominee Melanie Maas-Brunner (born 1968) is a
German citizen and holds a Doctoral degree in Chemistry from
University of RWTH Aachen, Germany. Maas-Brunner has been the Chief
Technology Officer and Industrial Relations Director of BASF SE and
member of the Executive Directors Board of BASF from 2021 until
January 2024. Previously she has worked as President of Nutrition
and Health at BASF SE 2017–2020, Senior Vice President of
Performance Materials Europe at BASF SE 2014–2017, Senior Vice
President of Engineering Plastics Europe at BASF SE 2013, Senior
Vice President of Polyurethanes Asia Pacific at BASF East Asia
Headquarters in Hong Kong 2009–2012 and in various Vice President,
Plant Manager and Research Scientist positions at BASF AG
1997–2008.
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. Kim Wahl and Piia-Noora Kauppi, if
re-elected, would be non-executive directors for more than 10
consecutive years. 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 Wahl
has been a member of the Company’s Board of Directors since 2012
and Ms Kauppi since 2013.
If the Annual General Meeting resolves to elect the Board
members in accordance with this proposal, the Board is planning to
resolve in its constitutive meeting that Kim Wahl will not continue
as the Chair of the Audit Committee.
The biographical details of all director nominees are available
at www.upm.com/agm2024.
15. Resolution on the remuneration of the auditor for
the financial period 2025
Based on the proposal prepared by the Audit Committee, the Board
proposes that the auditor to be elected for the financial period
2025 be paid against invoices approved by the Board’s Audit
Committee.
16. Election of the auditor for the financial period
2025
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 2025. 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.
The Company shall also prepare its first statutory
sustainability report for the financial period 2024. In accordance
with the transitional provisions of the amended Finnish Companies
Act (1252/2023) the Board of Directors has resolved that Ernst
& Young Oy shall provide the assurance for the statutory
sustainability report in 2024.
17. 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 12 April 2023.
18. 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 authorisation includes also the right to
accept the Company’s own shares as a pledge.
The Company’s own shares will be repurchased 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
certificates entitling to its shares are traded, using the
Company’s non-restricted 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 repurchased.
The shares will be repurchased to be used 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, or to be
retained by the Company as treasury shares, transferred or
cancelled.
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 12 April 2023.
19. 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 Biofore Share and Care programme whose focus
areas are reading and learning, engaging with communities and
Beyond Fossils initiatives.
The authorisation is proposed to be valid until the next Annual
General Meeting.
20. 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 UPM-Kymmene Corporation’s website at www.upm.com/agm2024. The
Annual Report of UPM-Kymmene Corporation, including the Company’s
Financial Statements, the Report of the Board of Directors and the
Auditor’s Report, as well as the Remuneration Policy and the
Remuneration Report for the year 2023 will be available on the
above-mentioned website as of 1 March 2024. 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 18 April 2024 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 21 March 2024 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 her/his
personal Finnish book-entry account, is registered in the
shareholders’ register of the Company.
Preregistration for the Annual General Meeting commences on 1
February 2024. 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 26 March 2024 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/agm2024.
For shareholders that are private persons, the preregistration
requires either the number of the shareholder’s Finnish book-entry
account or a strong electronic authentication. When shareholders
who are private persons log into the service through the Company's
website, they are directed to the electronic authentication. Strong
electronic authentication can be conducted with the Finnish online
banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic
authentication is required. However, shareholders that are legal
persons must notify their book-entry account number and other
required information. If a shareholder that is a legal person 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 her/his name, personal identification number/date of
birth or business identity code, address, telephone number, the
name of a possible assistant and the name and personal
identification number or 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
registrations.
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 21 March 2024, 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 28 March
2024 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.
Further information on these matters can also be found on the
Company’s website at www.upm.com/agm2024.
3. Proxy representatives and powers of
attorney
A shareholder may participate in the Annual General Meeting
through a proxy representative.
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/agm2024.
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 her/his proxy representative shall
ensure that she/he has registered for the Annual General Meeting in
the manner described above in this notice.
Shareholders that are legal persons 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
General Meeting service of Euroclear Finland Oy, 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/agm2024.
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, 1 February 2024
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS
UPM-Kymmene CorporationPirkko HarrelaExecutive Vice President,
Stakeholder Relations
UPM, Media RelationsMon-Fri 9:00–16:00 EETtel.
+358 40 588 3284media@upm.com
UPMWe 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 16,500 people worldwide and our annual
sales are approximately EUR 10.5 billion. Our shares are listed on
Nasdaq Helsinki Ltd. UPM Biofore – Beyond
fossils. www.upm.com
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UPM Kymmene Oyj (TG:RPL)
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