Notice of the annual general meeting

UPM-Kymmene Corporation       Notice of the Annual General Meeting    30 January 2020 at 14:15 EET

Notice of the annual general meeting

Notice is given to the shareholders of UPM-Kymmene Corporation of the Annual General Meeting to be held on Tuesday, 31 March 2020 starting at 14.00 (EEST) at Finlandia Hall, Mannerheimintie 13 e, Helsinki, Finland. The reception of attendees who have preregistered for the meeting and the distribution of voting tickets will commence at 13.00 (EEST).

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting
    
2. Calling the meeting to order
    
3. Election of persons 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 2019
    
   • 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 of Directors proposes that a dividend of EUR 1.30 per share be paid based on the balance sheet to be adopted for the financial year ending 31 December 2019. The dividend will be paid to a shareholder who is registered in the Company’s shareholders’ register held by Euroclear Finland Ltd on the dividend record date 2 April 2020. The Board of Directors proposes that the dividend be paid on 16 April 2020.

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 Policy

The Board of Directors proposes that the general meeting adopts the Remuneration Policy.

The Remuneration Policy will be published by a stock exchange release and will be available on the corporate website at www.upm.com/agm2020 as of 28 February 2020.

11.  Resolution on the remuneration of the members of the Board of Directors

The Board of Directors’ Nomination and Governance Committee proposes that the remuneration of the members of the Board of Directors remain unchanged and that the Chair of the Board of Directors be paid an annual base fee of EUR 190,000, Deputy Chair of the Board EUR 135,000 and other members of the Board EUR 110,000.