UPM-Kymmene Corporation Stock Exchange Release February 12, 2007 at 14:40
Summons to UPM-Kymmene Corporation General Meeting of shareholders 2007
The shareholders of UPM-Kymmene Corporation are hereby summoned to the company's
Annual General Meeting to be held on Tuesday, 27 March 2007, beginning at 2.30 pm
in the Helsinki Fair Centre, Southern Entrance II, address Messuaukio 1, 00520
Helsinki. The names of the participants will be checked and the voting slips
issued beginning at 1.30 pm.
The following matters will be dealt with at the Meeting:
1. Matters pertaining to the Annual General Meeting as stated in Article 11 of
the Company's Articles of Association.
2. Proposal to amend the Articles of Association
The Board of Directors proposes that the Articles of Association be amended as
follows:
1. Article 3 will be amended by deleting the mentions concerning the minimum
share capital, the maximum share capital and the number of shares, as well as the
mentions concerning the book-entry system, with the exception of the mention that
the company's shares are included in the book-entry system. In addition, the
heading of the Article will be amended.
2. The stipulation in Article 4 concerning the retirement age for Board members
will be deleted.
3. Article 6 will be amended by changing the right to sign for the company to the
right of representation. In addition, the heading of the Article will be amended.
4. The heading of Article 8 will be changed to singular form.
5. Article 9 will be amended to the effect that the last registration date for
participation in the General Meeting of Shareholders shall not be earlier than
ten (10) days prior to the Meeting. In addition, the heading of the Article will
be amended.
6. Article 10 will be amended to the effect that the summons to the General
Meeting of Shareholders shall be published not earlier than three (3) months
before the last registration date and not later than 17 days before the date of
the Meeting.
7. Article 11 will be amended to the effect that the Annual General Meeting of
shareholders shall be held within six months of the closing of the financial
period of the company. In addition, the terminological amendments required by the
new Companies Act will be made in the Article.
3. Authorisation to the Board of Directors to Buy Back the Company's Own Shares
The Board proposes that the Annual General Meeting resolve to authorise the Board
to buy back not more than 52,000,000 shares of the company.
The own shares will be purchased 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 the certificates entitling to its shares are traded, using the company's
distributable shareholders' equity.
The shares will be acquired to be used for financing of corporate acquisitions
and investments or other business operations and as part of the company's
incentive programs, or to be held by the company, relinquished or invalidated.
The buy-back authorisation will remain valid for 18 months from the date of the
decision of the Annual General Meeting.
4. Authorisation to the Board of Directors to resolve to issue Shares and Special
Rights entitling to Shares of the Company
The Board proposes that the Annual General Meeting decide to authorise the Board
to issue new shares and/or to relinquish the own shares held by the company
either against payment or free of payment.
The Board proposes in addition that the Annual General Meeting of Shareholders
authorise the Board to grant special rights referred to in Chapter 10, Section 1
of the Companies Act, which carry the right to receive, against payment, new
shares of the company or the company's own shares held by the company in such a
manner that the subscription price of the shares is paid in cash or cash
equivalent or by using the subscriber's receivable to set off the subscription
price.
The number of new shares to be issued including the shares to be obtained under
special rights will be no more than 250,000,000 as follows:
- The maximum number of new shares to be issued to the company's shareholders
based on their pre-emptive subscription rights is 250,000,000 shares,
- The maximum number of new shares to be issued deviating from the shareholders'
pre-emptive subscription rights in a directed share issue is 100,000,000 shares,
and
- The maximum number of new shares to be issued as part of the company's
incentive programs is 5,000,000 shares.
The maximum number of the company's own shares held by the company that may be
relinquished and/or obtained under special rights is 52,000,000 shares.
The Board may also decide on a free share issue to the company itself.
The number of shares to be issued to the company combined with the number of own
shares acquired by the company under the authorisation to buy back own shares may
not exceed 1/10 of the total number of shares of the company.
The subscription price of the new shares and the amount payable for the own
shares will be recorded in the invested non-restricted equity fund.
The authorisations will remain valid for no more than three years from the date
of the decision of the Annual General Meeting
5. Share Option Rights
The Board proposes that the subscription prices of the share subscriptions made
on the basis of the share option programmes decided on at the Annual General
Meetings of 19.3.2002 and 31.3.2005 be recorded in the invested non-restricted
equity fund.
6. Decreasing of the Share Premium Reserve and the Legal Reserve
The Board proposes that the share premium reserve as shown in the balance sheet
as per 31 December 2006 will be decreased by the amount of 776,122,940.18 euros,
and the legal reserve as shown in the balance sheet as per 31 December 2006 by
the amount of 187,227,209.68 euros. After the decreases the amounts of the share
premium reserve and the legal reserve in the balance sheet as per 31 December
2006 shall be zero. The decreased amounts shall be transferred to the invested
non-restricted equity fund.
7. Granting of Share Option Rights
The Board proposes that the Annual General Meeting decide on granting share
option rights to the key personnel of the Company and its subsidiaries and to a
wholly owned subsidiary of the Company in connection with the company's share-
based incentive plans. The Company has a weighty financial reason for the issue
of stock options, since the stock options are intended to form part of the
incentive and commitment program for the key personnel. The amount of the share
option rights to be granted will be no more than 15,000,000 and they will entitle
to subscribe in total no more than 15,000,000 new shares of the company. The
share subscription price shall be entered into the invested unrestricted equity
fund.
Of the stock options, 5,000,000 shall be marked with the symbol 2007A, 5,000,000
shall be marked with the symbol 2007B and 5,000,000 shall be marked with the
symbol 2007C. The share subscription price shall be for stock option 2007A, the
trade volume weighted average quotation of the share on the Helsinki Stock
Exchange during 1 April-31 May 2008, for stock option 2007B, the trade volume
weighted average quotation of the share on the Helsinki Stock Exchange during 1
April-31 May 2009 and for stock option 2007C, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during 1 April-31 May 2010.
The share subscription period shall be for stock option 2007A 1 October 2010-31
October 2012, for stock option 2007B 1 October 2011-31 October 2013 and for stock
option 2007C 1 October 2012-31 October 2014.
Information
The annual report for the year 2006 will be available for viewing on the Internet
at the address www.upm-kymmene.com as of 12 March, 2007.
The proposals of the Board of Directors and the financial statements of the
company will be available for inspection by the shareholders as of Tuesday, 20
March 2007 at UPM-Kymmene Corporation's Head Office (address below). Copies of
these documents will be sent to the shareholders on request.
Right to Attend the Meeting
Shareholders wishing to attend the Meeting have to be registered in the list of
the company's shareholders maintained by Finnish Central Securities Depository
Ltd. on Friday, 16 March 2007.
Shareholders wishing to attend the Meeting must inform the company thereof no
later than by 4 pm on Thursday, 22 March 2007 in writing to UPM-Kymmene
Corporation, Share Register, Eteläesplanadi 2, P.O. Box 380, FI-00101 Helsinki,
Finland, by telephone to numbers +358 (0)2041 50108 or +358 (0)2041 50109 from
Monday to Friday between 8 am - 4 pm, by telefax to number +358 (0)2041 50333, or
via the Internet at www.upm-kymmene.com. Written notifications must arrive before
the deadline stated above. Possible proxies should be submitted in connection
with the notifications of attendance.
Shareholders Registered under Nominees
Shareholders registered in nominee accounts may participate in the Annual General
Meeting if they have been temporarily registered in the company's list of
shareholders not later than 10 days prior to the Meeting. Nominee-registered
shareholders should contact the custodian of their nominee account about the
notification of their participation in the Meeting well in advance of the
deadline mentioned above.
Composition of the Board of Directors
The Board proposes based on the recommendation of the Nominating and Corporate
Governance Committee that the Board of Directors be composed of 11 members, and
that Michael Bottenheim, Berndt Brunow, Karl Grotenfelt, Georg Holzhey, Wendy
Lane, Jorma Ollila, Ursula Ranin, Françoise Sampermans and Vesa Vainio, be re-
elected for the new term that will continue until the end of the next Annual
General Meeting of shareholders. Additionally, the Nominating and Corporate
Governance Committee proposes that Mr. Veli-Matti Reinikkala and Mr. Jussi
Pesonen be elected as new Board members for the same term.
The Nominating and Corporate Governance Committee proposes that the fees of the
Board and Committee members who do not belong to the operative management be as
follows: EUR 175,000 to the Chairman of the Board; EUR 120,000 to the Vice-
Chairman and to the Chairman of the Audit Committee and EUR 95,000 to the members
of the Board; daily allowances to be handled in accordance with the Company's
travel expense policy should the meeting be held outside of the city of residence
of a member. In addition, expenses incurred from travel and lodging would be
payable against invoice. Of the annual fee, 60% would be payable in cash and 40%
in the form of company shares to be purchased on the members' behalf.
Auditor
The Audit Committee proposes to the Annual General Meeting that the auditing
company PricewaterhouseCoopers Oy be elected for the new term that will continue
until the end of the next Annual General Meeting of shareholders.
Payment of Dividend
The Board of Directors has decided to propose to the Annual General Meeting that
a dividend of EUR 0.75 per share be paid for the financial year 2006. The
dividend will be paid to the shareholders who are registered in the list of
shareholders maintained by Finnish Central Securities Depository Ltd. on 30 March
2007, which is the record date for the dividend payment. The Board of Directors
proposes to the Annual General Meeting that the dividend payment be made on
Tuesday, 10 April 2007.
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT I
Proposal concerning the authorisation of the Board of Directors to buy back the
company's shares
The Board of Directors proposes to the Annual General Meeting of shareholders of
UPM-Kymmene to be held on 27 March 2007 that the Board be authorised to resolve
to buy back the company's own shares ("Buy-back authorisation") on the following
terms:
Maximum amount of shares to be bought back
The Board shall be authorised to resolve to buy back no more than 52,000,000
shares of the company.
Directed purchasing and the purchase price of the shares
The own shares will be purchased 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 the certificates entitling to its shares are traded, using the company's
distributable shareholders' equity.
The purchase price for the shares will be paid according to the applicable rules
of the trading places where the shares have been acquired.
Holding, invalidation and relinquishment of the shares
The shares will be acquired to be used for financing of corporate acquisitions
and investments or other business operations and as part of the company's
incentive programs, or to be held by the company, relinquished or invalidated.
Other terms and validity
The Board shall decide on all other matters related to the buy-back of the
company's own shares.
The authorisation will remain valid for 18 months from the date of the decision
of the Annual General Meeting.
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT II
Proposal concerning the authorisation of the board of directors to resolve to
issue shares and special rights entitling to shares of the company
The Board of Directors proposes to the Annual General Meeting of Shareholders of
UPM-Kymmene Corporation to be held on 27 March 2007 that the Board be authorised
to resolve to issue new shares and/or relinquish the company's own shares held by
the company and/or grant special rights entitling to shares of the company on
the following terms:
Share Issue against Payment or Free of Payment
The new shares may be issued and the own shares held by the company may be
relinquished either against payment ("Share issue against payment") or free of
payment ("Free share issue").
Shareholders' Pre-emptive Subscription Right and Directed Share Issue
The new shares may be issued and the own shares held by the company relinquished
- 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, provided that the company has important economic grounds for
doing so, such as financing of corporate acquisitions and investments or other
business operations, or using the shares as part of the company's incentive
programs. The directed share issue may be free of payment only in case there is
an especially important economic reason when taking into consideration the best
interests of the company and all its shareholders.
Free of Payment Share Issue to the Company Itself
The Board may decide on a free of payment share issue to the company itself.
The number of shares to be issued to the company combined with the number of own
shares acquired to the company under the authorisation to buy back own shares may
not exceed 1/10 of the total number of shares of the company.
Granting of Special Rights
The Board proposes in addition that the Annual General Meeting of Shareholders
authorise the Board to grant special rights referred to in Chapter 10, Section 1
of the Companies Act, which carry the right to receive, against payment, new
shares of the company or the company's own shares held by the company in such a
manner that the subscription price of the shares is paid in cash or cash
equivalent or by using the subscriber's receivable to set off the subscription
price.
Maximum Number of Shares to be issued
The number of new shares to be issued including the shares to be obtained under
special rights will be no more than 250,000,000 as follows:
- The maximum number of new shares to be issued to the company's shareholders
based on their pre-emptive subscription rights is 250,000,000 shares,
- The maximum number of new shares to be issued deviating from the shareholders'
pre-emptive subscription rights in a directed share issue is 100,000,000 shares,
and
- The maximum number of new shares to be issued as part of the company's
incentive programs is 5,000,000 shares.
The maximum number of the company's own shares held by the company that may be
relinquished and/or obtained under special rights is 52,000,000 shares.
Recording of the Subscription Price in the Balance Sheet
The subscription price of the new shares and the amount payable for the company's
own shares shall be recorded in the invested non-restricted equity fund.
Other Terms and Validity
The Board shall decide on all other matters related to the share issues.
The authorisations will remain valid for no more than three years from the date
of the decision of the Annual General Meeting
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT III
Share option rights
The Board of Directors of UPM-Kymmene Corporation proposes to the Annual General
Meeting of the Shareholders to be held on 27 March 2007 that the subscription
prices of the share subscriptions made on the basis of the share option
programmes decided on at the Annual General Meetings of 19.3.2002 and 31.3.2005
be entered in the invested non-restricted equity fund.
The stipulations of the Companies Act in force until 31 August, 2006 shall be
applied to the share option rights of the years 2002 and 2005. Consequently, the
subscription prices of the shares subscribed on the basis of the share option
rights would be entered in the restricted shareholders' equity in the balance
sheet. According to the new Companies Act, the General Meeting of the
Shareholders may decide that the subscription prices be entered in the invested
non-restricted equity fund. The object of this proposal is to enhance the
flexibility of the capital structure and to increase the amount of the
distributable equity as stipulated in the new Companies Act.
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT IV
Decrease of the share premium reserve and the legal reserve
The Board of Directors of UPM-Kymmene Corporation proposes to the Annual General
Meeting of Shareholders to be held on 27 March 2007 that the share premium
reserve as shown in the balance sheet as per 31 December 2006 will be decreased
by the amount of 776,122,940.18 euros, and the legal reserve as shown in the
balance sheet as per 31 December 2006 by the amount of 187,227,209.68 euros.
After the decreases the amounts of the share premium reserve and the legal
reserve in the balance sheet as per 31 December 2006 shall be zero. The decreased
amounts shall be transferred to the invested non-restricted equity fund.
According to the new Companies Act, the restricted shareholders' equity consists
of the share capital, the revaluation reserve as per the Accountancy Act, the
fair value reserve, and the revaluation fund. The unrestricted shareholders'
equity consists of the other reserves and the profit for the financial period.
The new Companies Act does not recognise the concepts 'share premium reserve' and
'legal reserve'. According to the new Act, the share premium reserve and the
legal reserve may be decreased by following the applicable regulations concerning
the decrease of share capital. The object of this proposal is to enhance the
flexibility of the capital structure and to increase the amount of the
distributable equity.
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT V
Proposal by the Board of Directors to the General Meeting of Shareholders
concerning the issue of stock options
The Board of Directors proposes that stock options be issued by the General
Meeting of Shareholders to the key personnel of the UPM-Kymmene Group, as well as
to a wholly owned subsidiary of UPM-Kymmene Corporation, on the terms and
conditions attached hereto.
The Company has a weighty financial reason for the issue of stock options, since
the stock options are intended to form part of the incentive and commitment
program for the key personnel. The purpose of the stock options is to encourage
the key personnel to work on a long-term basis to increase shareholder value. The
purpose of the stock options is also to commit the key personnel to the Company.
The maximum total number of stock options issued shall be 15,000,000. The stock
options entitle their owners to subscribe for a maximum total of 15,000,000 new
shares in the Company. The stock options now issued can be exchanged for shares
constituting a maximum total of 2.8% of the Company's shares and votes of the
shares, after the potential share subscription.
The share subscription price shall be based on the prevailing market price of the
UPM-Kymmene Corporation share on the Helsinki Stock Exchange in April-May 2008,
April-May 2009 and April-May 2010. The share subscription price shall be entered
into the invested non-restricted equity fund.
The share subscription period for stock options 2007A shall be 1 October 2010-31
October 2012, for stock options 2007B, 1 October 2011-31 October 2013 and for
stock options 2007C, 1 October 2012-31 October 2014.
Helsinki, February 12, 2007
BOARD OF DIRECTORS
ATTACHMENT VI
UPM-Kymmene Corporation stock options 2007
The Board of Directors of UPM-Kymmene Corporation (Board of Directors) has at its
meeting on 12 February 2007 resolved to propose to the Annual General Meeting of
Shareholders of UPM-Kymmene Corporation (Company) to be held on 27 March 2007
that stock options be issued to the key personnel of the Company and its
subsidiaries (Group) and to a wholly owned subsidiary of the Company, on the
following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 15,000,000, and they
entitle their owners to subscribe for a maximum total of 15,000,000 new shares in
the Company.
2. Stock Options
Of the stock options, 5,000,000 shall be marked with the symbol 2007A, 5,000,000
shall be marked with the symbol 2007B and 5,000,000 shall be marked with the
symbol 2007C.
The people, to whom stock options are issued, shall be notified in writing by the
Board of Directors about the offer of stock options. The stock options shall be
delivered to the recipient when he or she has accepted the offer of the Board of
Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the key personnel and to
Unicarta Oy (Subsidiary), a wholly owned subsidiary of the Company. The Company
has a weighty financial reason for the issue of stock options, since the stock
options are intended to form part of the Group's incentive and commitment program
for the key personnel. The stock options do not constitute a part of the terms
and conditions of employment, service or compensation.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the stock options.
Upon issue, all stock options 2007 shall be granted to the Subsidiary.
The Board of Directors shall later decide upon the further distribution of the
stock options granted or returned later to the Subsidiary, to the key personnel
employed by or to be recruited by the Group.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share subscription
period has begun. The Board of Directors may, however, permit the transfer of
stock options also before such date. The Company shall hold the stock options on
behalf of the stock option owner until the beginning of the share subscription
period. The stock option owner has the right to acquire possession of the stock
options when the relevant share subscription period begins. Should the stock
option owner transfer his/her stock options, such person is obliged to inform the
Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the
Group, for any reason other than the death or the retirement of a stock option
owner, such person shall, without delay, offer to the Company or its order, free
of charge, the stock options for which the share subscription period specified in
Section II.2 has not begun, on the last day of such person's employment or
service. In case the reason for the termination of employment or service is a
disability or pension retirement, the stock option owner is obliged to offer to
the Company or its order, free of charge, such stock options, which are freely
transferable over two (2) years from the retirement. In case the reason for the
termination of employment or service is the death of the stock option owner, the
death estate has the same above-mentioned obligation. The Board of Directors can,
however, in the above-mentioned cases, decide that the stock option owner is
entitled to keep such stock options, or a part of them, which are subject to the
offering obligation.
Regardless of whether the stock option owner has offered his/her stock options to
the Company or its order or not, the Company can inform the stock option owner in
writing that the stock option owner has lost his/her stock options on the basis
of the above-mentioned reasons. Should the stock options be transferred to the
book-entry securities system, the Company has the right, whether or not the stock
options have been offered to the Company or its order, to request and get
transferred all the stock options subject to the offering obligation from the
stock option owner's book-entry account to the book-entry account appointed by
the Company, without the consent of the stock option owner. In addition, the
Company is entitled to register transfer restrictions and other respective
restrictions concerning the stock options to the stock option owner's book-entry
account, without the consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) new share in the
Company. As a result of the share subscriptions, the number of the Company's
shares may be increased by a maximum of 15,000,000 new shares. The share
subscription price shall be entered into the invested non-restricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares on the basis of the
stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2007A 1 October 2010-31 October 2012
- for stock option 2007B 1 October 2011-31 October 2013
- for stock option 2007C 1 October 2012-31 October 2014.
Share subscriptions shall take place at the head office of the Company or
possibly at another location to be determined later. In the case of the stock
options having been transferred to the book-entry securities system, the stock
options with which shares have been subscribed for shall be deleted from the
subscriber's book-entry account. Upon subscription, payment for the shares
subscribed for, shall be made to the bank account appointed by the Company. The
Board of Directors shall decide on all measures concerning the share
subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2007A, the trade volume weighted average quotation of the
share on the Helsinki Stock Exchange during 1 April-31 May 2008
- for stock option 2007B, the trade volume weighted average quotation of the
share on the Helsinki Stock Exchange during 1 April-31 May 2009
- for stock option 2007C, the trade volume weighted average quotation of the
share on the Helsinki Stock Exchange during 1 April-31 May 2010.
The share subscription price of the stock options may be decreased in certain
cases mentioned in Section 7 below. The share subscription price shall,
nevertheless, always amount to at least EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry
account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall commence
when the new shares have been registered.
6. Share Issues, Stock Options and other special Rights entitling to Shares
before Share Subscription
Should the Company, before the share subscription, decide on an issue of shares
or an issue of new stock options or other special rights entitling to shares, a
stock option owner shall have the same right as, or an equal right to, that of a
shareholder. Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for subscription, the share
subscription price or both of these.
7. Rights in Certain Cases
If the Company distributes funds from the non-restricted equity fund or a special
dividend constituting a deviation from the customary dividend policy of the
Company, from the share subscription price of the stock options, shall be
deducted the amount of the distributable non-restricted equity or the amount of
the special dividend decided after the beginning of the period for determination
of the share subscription price but before share subscription, as per the record
date of the repayment of equity or the dividend record date.
If the Company reduces its share capital by distributing share capital to the
shareholders, from the share subscription price of the stock options, shall be
deducted the amount of the distributable share capital decided after the
beginning of the period for determination of the share subscription price but
before share subscription, as per the record date of the repayment of share
capital.
If the Company is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his/her share subscription
right before the liquidation begins, within a period of time determined by the
Board of Directors. If the Company is deleted from the register, before the share
subscription, the stock option owner shall have the same right as, or an equal
right to, that of a shareholder.
If the Company resolves to merge into another company as the company being
acquired or into a company to be formed in a combination merger, or if the
Company resolves to be divided, the stock option owners shall, before the merger
or division, be given the right to subscribe for the shares with their stock
options, within a period of time determined by the Board of Directors. After such
period, no share subscription right shall exist. In the above situations, the
stock option owners shall have no right to require that the Company redeem the
stock options from them at their market value.
Acquisition or conveyance of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall have no impact on the
status of the stock option owner. If the Company, however, resolves to acquire or
convey its own shares from all shareholders, the stock option owners shall be
made an equivalent offer.
If a redemption right and obligation to all of the Company's shares, as referred
to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the
shareholders, before the end of the share subscription period, on the basis that
a shareholder possesses over 90% of the shares and the votes of the shares of the
Company, the stock option owners shall be given a possibility to use their right
of share subscription by virtue of the stock options, within a period of time
determined by the Board of Directors, or they shall be given an equal possibility
to that of shareholders to sell their stock options to the redeemer, irrespective
of the transfer restriction defined in Section I.5 above. A shareholder who
possesses over 90% of the shares and votes of the shares of the Company has the
right to purchase the stock option owner's stock options at their market value.
III OTHER MATTERS
These terms and conditions shall be governed by Finnish law. Disputes arising in
relation to the stock options shall be settled by arbitration in accordance with
the Arbitration Rules of the Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, as well as on other amendments and
specifications to these terms and conditions which are not considered essential.
Other matters related to the stock options shall be decided on by the Board of
Directors.
The Company shall be entitled to withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against the
regulations given by the Company on the basis of these terms and conditions, or
against applicable law, or against the regulations of the authorities.
These terms and conditions have been made in Finnish and in English. In the case
of any discrepancy between the Finnish and English terms and conditions, the
Finnish terms and conditions shall decide.
UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Corporate Communications
DISTRIBUTION
Helsinki Exchanges
New York Stock Exchange
Main media
www.upm-kymmene.com