At the Annual General Meeting of UPM-Kymmene Corporation, held on 27 March
2007, the accounts of the Corporation for the year 2006 were approved and the
persons accountable were discharged from liability for the financial period.
According to the proposal of the Board of Directors it was decided that a
dividend of EUR 0.75 per share for the financial year 2006 will be paid on 10
April 2007. The record date for the dividend payment is 30 March 2007.
It was confirmed that the Board of Directors is composed of 11 members. The new
members, Mr Veli-Matti Reinikkala, Head of Process Automation Division of ABB,
and Mr Jussi Pesonen, President and CEO of UPM, were elected to the Board of
Directors. In addition, Mr Michael C. Bottenheim, Master of Law, MBA; Mr Berndt
Brunow, President and CEO of Oy Karl Fazer Ab; Mr Karl Grotenfelt, LLM,
Chairman of the Board of Directors of Famigro Oy; Dr. Georg Holzhey, former
Executive Vice President of UPM and Director of G. Haindl'sche Papierfabriken
KGaA; Ms Wendy E. Lane, Chairman of American investment firm Lane Holdings,
Inc; Mr Jorma Ollila, Chairman of Nokia Corporation and Royal Dutch Shell plc;
Ms Ursula Ranin, LLM, B.Sc. (Econ.), Ms Françoise Sampermans, B.A., Psych.,
Publishing Consultant and Mr Vesa Vainio, LLM, were re-elected members of the
Board of Directors. The term of office of the members of the Board of Directors
lasts until the end of the next Annual General Meeting. It was no longer
possible to propose former President of the Republic of Finland, Mr Martti
Ahtisaari, for re-election due to his age.
The Board's proposal concerning the fees of the Board and Committee members who
do not belong to the operative management was approved. The Chairman of the
Board of Directors will receive a fee of EUR 175,000 for the year, the Vice
Chairmen of the Board of Directors and the Chairman of the Audit Committee a
fee of EUR 120,000, and the members of the Board of Directors a fee of EUR
95,000. Of this fee, 60% will be paid in cash and 40% in the form of company
shares purchased on the members' behalf.
The auditing company PricewaterhouseCoopers Oy was re-elected as Auditor of the
Corporation.
Amendments to the Articles of Association were approved as proposed by the
Board.
The Board was authorised to buy back not more than 52,000,000 shares of the
company.
The Annual General Meeting authorised the Board to issue new shares and/or to
relinquish the own shares held by the company either against payment or free of
payment. In addition, the Board was authorised to grant special rights referred
to in Chapter 10, Section 1 of the Companies Act entitling 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 Board's proposal concerning 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 March 2002 and 31 March 2005, to be recorded
in the invested non-restricted equity fund, was approved.
The Board's proposal to decrease the share premium reserve as shown in the
balance sheet as per 31 December 2006 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 was approved. 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.
The Board's proposal 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 was
approved. 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 not more than 15,000,000, and they will entitle to
subscribe in total for not more than 15,000,000 new shares of the company. The
share subscription price shall be entered into the invested unrestricted equity
fund.
UPM-Kymmene Corporation
Pirkko Harrela
Executive Vice President, Corporate Communications
DISTRIBUTION
Helsinki Exchanges
New York Stock Exchange
Main media
www.upm-kymmene.com
