UPM-Kymmene
Corporation Stock Exchange
Release/Decisions of general meeting
4 April 2019 at 16:30 EET
Decisions of UPM-Kymmene
Corporation's Annual General Meeting
The Annual General Meeting (AGM) of UPM-Kymmene
Corporation took place in Helsinki, Finland, today, 4 April 2019.
The AGM adopted the Company's Financial Statements 2018 and
resolved on a dividend of EUR 1.30 per share for the year 2018. The
AGM authorised the Board of Directors to decide on the issuance of
shares and special rights entitling to shares, repurchase of the
Company's own shares and charitable contributions. All incumbent
directors were re-elected to the Board.
The meeting was opened by the Chairman of the
Board of Directors, Björn Wahlroos, and chaired by Lagman Johan
Aalto. A total of 3,561 shareholders were present or
represented at the meeting, representing a total of 267,750,041
shares and votes. All decisions at the meeting were taken without
voting.
Financial Statements and
dividend
The AGM adopted the Company's Financial Statements
and discharged the members of the Board of Directors and the
President and CEO from liability for the financial period 1
January-31 December 2018. As proposed by the Board of Directors, a
dividend of EUR 1.30 per share will be paid on 17 April 2019. The
dividend ex-date is 5 April and record date 8 April 2019.
Composition of the Board of
Directors
The number of members of the Board of Directors
was confirmed as ten, and Berndt Brunow, Henrik Ehrnrooth,
Piia-Noora Kauppi, Marjan Oudeman, Jussi Pesonen, Ari Puheloinen,
Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Björn Wahlroos
were re-elected to the Board. The directors' term of office will
end upon the closure of the next AGM.
Remuneration of the Board of
Directors
The remuneration of the members of the Board of
Directors remained unchanged and it was resolved that the Chairman
of the Board will be paid an annual base fee of EUR 190,000, the
Deputy Chairman of the Board EUR 135,000 and other members of the
Board EUR 110,000.
The AGM further resolved that the annual committee
fees payble to the members of the Board of Directors' committees
remain unchanged and that the fees will be paid as follows:
- Audit Committee Chairman EUR 35,000 and members
EUR 15,000
- Remuneration Committee Chairman EUR 20,000 and members EUR 10,000
and
- Nomination and Governance Committee Chairman EUR 20,000 and
members EUR 10,000.
No annual fees will be paid to a member of the
Board of Directors belonging to the executive management of the
Company. The annual base fee will be paid in Company shares and
cash so that approximately 40% of the fee will be paid in the
Company shares to be purchased on the Board members' behalf, and
the rest in cash. The annual committee fees will be paid 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 in the Board has ended, whichever occurs
first. According to the purchase order issued by the Company, the
shares will be purchased within two (2) weeks following the release
of the Company's Interim Report for the period 1 January-31 March
2019.
The AGM further resolved that travel and lodging
expenses incurred from meetings held elsewhere than in a director's
place of residence will be paid against invoice.
Auditor
PricewaterhouseCoopers Oy, a firm of authorised
public accountants, was re-elected as the Company's auditor for a
term that will continue until the end of the next AGM. According to
PricewaterhouseCoopers Oy, Authorised Public Accountant (KHT) Mikko
Nieminen will serve as the lead audit partner. The audit fee was
resolved to be paid against invoices approved by the Board of
Directors' Audit Committee.
Authorisation to decide on the
issuance of shares and special rights entitling to shares
The Board of Directors was authorised 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
authorisation will be valid for 18 months from the date of the AGM
resolution.
Authorisation to decide on the
repurchase of the Company's own shares
The Board of Directors was authorised to decide on
the repurchase of a maximum of 50,000,000 of the Company's own
shares at market price in public trading using the Company's
unrestricted shareholders' equity. The authorisation also includes
the right to accept the Company's own shares as a pledge. The
authorisation will be valid for 18 months from the date of the AGM
resolution and it revoked the repurchase authorisation granted by
the previous AGM.
Authorisation to decide on
charitable contributions
The Board of Directors was authorised to decide on
contributions not exceeding a total of EUR 500,000 for charitable
or corresponding purposes and to decide on the recipients, purposes
and other terms and conditions of the contributions. Contributions
will be primarily granted under the Company's Biofore Share and
Care programme whose focus areas are reading and learning, engaging
with communities, responsible water use and bioinnovations. The
authorisation will be valid until the next AGM.
AGM minutes
The minutes of the Annual General Meeting will be
available on the corporate website www.upm.com/agm2019 from 18
April 2019 at the latest.
UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Stakeholder Relations
UPM, Media
Relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
media@upm.com
UPM
We deliver renewable and responsible solutions and innovate for a
future beyond fossils across six business areas: UPM Biorefining,
UPM Energy, UPM Raflatac, UPM Specialty Papers, UPM Communication
Papers and UPM Plywood. We employ around 19,000 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
Follow UPM on Twitter | LinkedIn | Facebook |
YouTube | Instagram | #UPM #biofore #beyondfossils
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: UPM via Globenewswire
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