Notice of the annual general meeting - Seite 2

The Nomination and Governance Committee further proposes that the annual committee fees remain unchanged and that the members of the Board of Directors’ committees be paid annual fees as follows:

• Audit Committee: Chair EUR 35,000 and members EUR 15,000
• Remuneration Committee: Chair EUR 20,000 and members EUR 10,000
• Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000.

The annual base fee is proposed to be paid in Company shares and cash so that approximately 40% 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 in 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 of Directors terminates before the Annual General Meeting of 2021, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

In addition, the Board of Directors’ 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.

12.  Resolution on the number of members of the Board of Directors

The Board of Directors’ Nomination and Governance Committee proposes that the number of members of the Board of Directors be resolved to be the current ten (10).

13.  Election of members of the Board of Directors

The Board of Directors’ Nomination and Governance Committee proposes that the following incumbent directors be re-elected to the Board: Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Marjan Oudeman, Ari Puheloinen, Veli-Matti Reinikkala, Kim Wahl and Björn Wahlroos.  The Nomination and Governance Committee further proposes that Emma FitzGerald and Martin à Porta be elected as new directors 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. The nominees’ biographical details are available on the corporate website at www.upm.com/agm2020.