Decisions of UPM-Kymmene Corporation’s Annual General Meeting - Seite 2

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 Chair EUR 35,000 and members EUR 15,000
- Remuneration Committee Chair EUR 20,000 and members EUR 10,000 and
- Nomination and Governance Committee Chair EUR 20,000 and members EUR 10,000.

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. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2022, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

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 2021.

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 continue 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.