UPM-Kymmene
Corporation Notice to general
meeting 31 January
2019 at 12:15 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 Thursday, 4
April 2019 starting at 14.00 (EEST) at Messukeskus, Messuaukio 1,
Helsinki, Finland (Messukeskus Siipi entrance). 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
-
Opening of the
meeting
-
Calling the meeting to
order
-
Election of persons to
scrutinise the minutes and to supervise the counting of
votes
-
Recording the legality of the
meeting
-
Recording the attendance at the
meeting and adoption of the list of votes
-
Presentation of the Financial
Statements, the Report of the Board of Directors and the Auditor's
Report for the year 2018
-
Adoption of the Financial
Statements
-
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 2018. 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 8 April 2019. The Board of Directors proposes
that the dividend be paid on 17 April 2019.
-
Resolution on the discharge of
the members of the Board of Directors and the President and CEO
from liability
-
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 Chairman of the
Board of Directors be paid an annual base fee of EUR 190,000,
Deputy Chairman of the Board EUR 135,000 and other members of the
Board EUR 110,000.
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: Chairman EUR 35,000 and members
EUR 15,000
- Remuneration Committee: Chairman EUR 20,000 and
members EUR 10,000
- Nomination and Governance Committee: Chairman EUR
20,000 and members EUR 10,000.
No annual fees shall be paid to a member of the
Board of Directors belonging to the executive management of the
Company.
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.
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.
-
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).
-
Election of members of the
Board of Directors
The Board of Directors' Nomination and Governance
Committee proposes that all the incumbent directors, i.e. Berndt
Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Marjan Oudeman, Jussi
Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim
Wahl and Björn Wahlroos, be re-elected to the Board. The directors
are 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 under
www.upm.com/agm2019.
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 from both the
standpoint of the company and the nominees. The Board has also
taken into account information provided by the nominees.
According to the evaluation carried out by the
Board, all director nominees are independent of the Company's
significant shareholders as none of the Company shareholders holds
10 percent or more of the Company's shares or votes attached
thereto. In addition, according to the Board's director-specific
overall evaluation, all non-executive director nominees are
independent of the Company including Berndt Brunow, Veli-Matti
Reinikkala and Björn Wahlroos, although they have been, if
re-elected, non-executive directors for 10 consecutive years or
more. Based on the Board's overall evaluation of these director
nominees' independence, their independence is not compromised due
to their long service history, and no other factors or
circumstances have been identified that could impair their
independence. As the President and CEO of the Company, Jussi
Pesonen is not independent of it. According to the Board Charter,
the President and CEO may not be a member of any of the Board
committees.
-
Resolution on the remuneration of auditor
Based on the proposal prepared by the Audit
Committee, the Board of Directors proposes that the remuneration of
the Company's auditor be paid against invoices approved by the
Board of Directors' Audit Committee.
For the year 2018, the Company's auditor was paid
EUR 2.4 million as audit fee, EUR 0.0 million for audit-related
services, EUR 0.3 million for tax services and EUR 0.5 million for
other non-audit services.
-
Election of auditor
Based on the proposal prepared by the Audit
Committee, the Board of Directors proposes that
PricewaterhouseCoopers Oy, a firm of authorised public accountants,
be re-elected as the Company's auditor for a term that will
continue until the end of the next Annual General Meeting.
PricewaterhouseCoopers Oy has notified the Company
that Authorised Public Accountant (KHT) Mikko Nieminen would be the
lead audit partner succeeding Authorised Public Accountant (KHT)
Merja Lindh.
-
Authorising the Board of
Directors to decide on the issuance of shares and special rights
entitling to shares
The Board of Directors proposes that the Board be
authorised to decide 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 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 consideration in
potential mergers or acquisitions or in other business-related
corporate transactions, for financing of investments, or as a part
of the Company's incentive plans.
The Board of Directors may also decide on a share
issue without payment to the Company itself. In addition, the Board
may decide 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 all
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 decide 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 share issue
authorisation granted by the Annual General Meeting on 7 April
2016.
-
Authorising the Board of
Directors to decide on the repurchase of the Company's own
shares
The Board of Directors proposes that the Board be
authorised to decide on the repurchase of a maximum of 50,000,000
of the Company's own shares. The proposed maximum number of shares
corresponds to 9.4 per cent of the Company's registered number of
shares at the time of the proposal. The authorisation would also
include 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 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 decide on all other matters
related to the repurchase of the Company's own shares. The
authorisation is proposed to 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 by the Annual General Meeting on 5 April
2018.
-
Authorising the Board of
Directors to decide on charitable contributions
The Board of Directors proposes that the Board be
authorised to decide on contributions not exceeding a total of EUR
500,000 for charitable or corresponding purposes and that the Board
be authorised to decide 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, responsible water use and bioinnovations. The
authorisation is proposed to be valid until the next Annual General
Meeting.
-
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/agm2019. 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, is available on the
above-mentioned website as of 28 February 2019. 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 2019 at the latest.
C. Instructions
for the participants of the Annual General Meeting
-
The right to participate and
registration
Each shareholder, who is registered on 25 March
2019 in the shareholders' register of the Company held by Euroclear
Finland Ltd, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her
personal Finnish book-entry account, is registered in the
shareholders' register of the Company.
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 28 March 2019 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 corporate website
www.upm.com/agm2019
b) by telephone +358 (0)20 770 6861 from Monday to Friday from
9.00 to 16.00 (EET) or
c) by ordinary mail to UPM-Kymmene Corporation, Legal Function, PO
Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki.
In connection with the prior notice of attendance,
a shareholder shall notify his/her name, personal/business
identification number, address, telephone number, the name of a
possible assistant and the name and personal identification number
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 he/she on the record date of the Annual
General Meeting, i.e. on 25 March 2019, would be entitled to be
registered in the shareholders' register of the Company held by
Euroclear Finland Ltd. 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 Ltd by 10.00
(EEST) on 1 April 2019 at the latest. As regards nominee registered
shares, this constitutes a due registration for the Annual General
Meeting.
A holder of nominee registered shares is advised
to request without delay necessary instructions regarding the
temporary registration in the shareholders' register of the
Company, the issuing of proxy documents and preregistration for the
Annual General Meeting from his/her custodian bank. The account
manager 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.
3. Proxy representative and
powers of attorney
A shareholder may participate in the Annual
General Meeting and exercise his/her rights at the meeting by way
of proxy representation. A proxy representative shall produce a
dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the Annual General
Meeting.
Holders of ADRs may authorise the ADR depositary
bank, Citibank N.A., to act as a proxy representative and exercise
their rights according to the shares represented by their
respective ADRs.
When a shareholder participates in the Annual
General Meeting by means of several proxy representatives
representing the shareholder with shares at different book-entry
accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the
registration for the Annual General Meeting.
Possible proxy documents should be submitted in
originals to UPM-Kymmene Corporation, Legal Function, PO Box 380
(Alvar Aallon katu 1), FI-00101 Helsinki, Finland, prior to the end
of the preregistration period.
4. Other information
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 request information
with respect to the matters to be considered at the meeting.
On the date of the notice of the Annual General
Meeting, 31 January 2019, the Company has 533,735,699 shares
representing the same number of votes.
UPM-Kymmene Corporation
Board of Directors
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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