Decisions of UPM-Kymmene Corporation's Annual General Meeting
UPM-Kymmene Corporation Stock Exchange Release (Decisions of the Annual General Meeting) April 9, 2026 at
The Annual General Meeting adopted the financial statements for 2025 and resolved on a dividend of €1.50 per share for the financial period 2025. The dividend will be paid in two instalments. The Annual General Meeting adopted the Remuneration Report and the Remuneration Policy, resolved on the election of the auditor and the sustainability reporting assurer for the financial period 2027, authorized the Board of Directors to resolve on the issuance of new shares and special rights entitling to shares, the repurchase of the company's own shares and charitable contributions.
Financial statements and dividend
The Annual General Meeting adopted the company's financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period
Composition of the Board of Directors
The number of members of the Board of Directors was confirmed to be nine, and
Remuneration Report
The Annual General Meeting adopted the Remuneration Report for the financial period 2025. The decision made by the Annual General Meeting is advisory.
Remuneration Policy
The Annual General Meeting adopted the Remuneration Policy. Resolution of the Annual General Meeting is advisory.
Remuneration of the Board of Directors
The remuneration of the Chair of the Board, Deputy Chair of the Board and the members of the Board will remain unchanged, and it was resolved that the Chair of the Board will be paid an annual base fee of €240,000, the Deputy Chair of the Board an annual base fee of €150,000 and other members of the Board an annual base fee of €120,000.
The Annual General Meeting resolved to pay the following annual remuneration to the members of the Board of Directors' committees:
- Audit Committee: Chair €50,000 and members €30,000
- Remuneration Committee: Chair €30,000 (previously €27,500) and members €15,000 (previously €10,000)
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The annual base fees are paid in company shares and cash so that approximately 40 per cent will be payable in the company shares to be purchased on the Board members' behalf, and the rest in cash. The annual committee fees are paid in cash. If the term of a member of the Board terminates before the Annual General Meeting of 2027, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
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 of the Board has ended, whichever occurs first.
In addition, the Annual General Meeting resolved that directors are compensated for actual travel and accommodation expenses related to Board and committee work against invoices.
Election of the auditor for the financial period 2027 and election of the sustainability reporting assurer for the financial period 2027
It was resolved that the remuneration and reimbursements of the auditor and the sustainability reporting assurer will be paid against invoices approved by the company.
Authorization to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors was authorized to resolve on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares in proportion to the shareholders' existing shareholdings in the company, or in a directed share issue, deviating from the shareholder's pre-emptive subscription right. The Board of Directors may also resolve 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 referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The new shares may be issued and the treasury shares transferred either against payment or without payment. The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting, and it revoked the authorization granted by the previous Annual General Meeting to resolve on the issuance of shares and special rights entitling to shares.
Authorization to resolve on the repurchase of the company's own shares
The Board of Directors was authorized to resolve on the repurchase of a maximum of 50,000,000 of the company's own shares using the company's non-restricted shareholders' equity, as resolved by the Board. The price paid for the shares under the authorization shall be based on the market price formed on the securities markets or a price otherwise formed in a competitive process. The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the company's shareholders (directed repurchases). Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. The authorization also includes the right to accept the company's own shares as a pledge. The company may enter into derivative, share lending or other arrangements customary in capital market practice in connection with the repurchases. The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting, and it revoked the authorization granted by the previous Annual General Meeting to repurchase the company's own shares to the extent that the Board of Directors has not previously resolved to repurchase shares based on the authorization.
Authorization to resolve on charitable contributions
The Board of Directors was authorized to resolve on contributions not exceeding a total of €1,000,000 for charitable or corresponding purposes and to resolve on the recipients, purposes and other terms and conditions of the contributions. Contributions would be primarily granted under the company's Share and
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the company's website www.upm.com/agm2026 no later than
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