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88 Appendix 8 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL FOR THE DISTRIBUTION OF PROFITS On 31 December 2010, the distributable funds of the parent company were EUR 3,275,850, The Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on 7 April 2011 that a dividend of EUR 0.55 per share be paid on the shares outstanding at the record date for the dividend payment, 12 April On 2 February 2011, there are 519,970,088 outstanding shares and the corresponding amount to be paid in dividends is EUR million. The Board of Directors proposes that the dividend be paid on 20 April No material changes have taken place in respect of the Company's financial position after the balance sheet date. In the opinion of the Board of Directors the proposed distribution of profit does not risk the solvency of the Company. Helsinki, 2 February 2011 BOARD OF DIRECTORS

89 Appendix 10 UPM-KYMMENE CORPORATION PROPOSAL OF THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS PROPOSAL OF THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS FOR THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS The Nomination and Corporate Governance Committee of the Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on 7 April 2011 that the fees of the Board members shall remain unchanged i.e. the annual fees for the Board members, who do not belong to the operative management, will be the following: EUR 175,000 to the Chairman of the Board, EUR 120,000 to the Deputy Chairman of the Board and to the Chairman of the Audit Committee and EUR 95,000 to the other members. In addition, expenses incurred from travel and lodging when the meeting is held outside the place of residence of a Board member will be payable against invoice. Of the annual fee, 60% will be payable in cash and 40% in the Company's shares to be purchased on the Board member's behalf. The shares would be purchased within two (2) weeks after the announcement of the Company's Interim Report for the period of 1 January 31 March Helsinki, 2 February 2011 NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

90 Appendix 12 UPM-KYMMENE CORPORATION PROPOSAL OF THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS PROPOSAL OF THE NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS FOR THE NUMBER AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS The Nomination and Corporate Governance Committee of the Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on 7 April 2011 that the number of the Board members be nine (9). In addition, the Nomination and Corporate Governance Committee of the Board of Directors proposes that the current Board members Björn Wahlroos, Berndt Brunow, Matti Alahuhta, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala and Robert J. Routs be re-elected for a term continuing until the end of the next Annual General Meeting. The proposed Board members are independent of both the Company and its significant shareholders with the exception of the President and CEO Jussi Pesonen. Helsinki, 2 February 2011 NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

91 BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES Björn Wahlroos Member since 2008, Chairman since 2008 Chairman of the Nomination and Corporate Governance Committee Independent of the Company and significant shareholders Born 1952 Ph.D. (Econ.) Chairman of the Board of Sampo plc since 2009, President and CEO of Sampo plc Chairman of the Board of Mandatum Bank plc , CEO and Vice Chairman of the Board of Mandatum & Co Ltd and Member of the Executive Committee and Executive Vice President of the Union Bank of Finland Prior to 1985, Professor of Economics. Chairman of the Board of Nordea Bank AB (publ). Chairman of the Board of Hanken School of Economics. Berndt Brunow Member since 2002, Deputy Chairman since 2005 Chairman of the Human Resources Committee Independent of the Company and significant shareholders Born 1950 B.Sc. (Econ.) President and CEO of Oy Karl Fazer Ab President and CEO of Sanitec Corporation Over 20 years of experience in executive positions at Finnpap and UPM-Kymmene Corporation. Chairman of the Board of Lemminkäinen Corporation and of Oy Karl Fazer Ab. Board member of Oy Nautor Ab. BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES 1/5

92 Matti Alahuhta Member since 2008 Member of the Nomination and Corporate Governance Committee Independent of the Company and significant shareholders Born 1952 D.Sc. (Eng.) President and CEO of KONE Corporation since 2006 and Board member of KONE Corporation since President of KONE Corporation Executive Vice President of Nokia Corporation 2004, President of Nokia Mobile Phones and President of Nokia Telecommunications Chairman of the Board of Aalto University Foundation. Member of the Foundation Board at the International Institute for Management Development (IMD, Switzerland). Karl Grotenfelt Member since 2004 Chairman of the Audit Committee, Member of the Nomination and Corporate Governance Committee Independent of the Company and significant shareholders Born 1944 LL.M. Chairman of the Board of Directors of Famigro Oy. Served A. Ahlström Oy as General Counsel, Administrative Director of Paper Industry and Member of the Executive Board responsible for the Paper Industry, Board member of Ahlström Capital Oy. BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES 2/5

93 Wendy E. Lane Member since 2005 Member of the Audit Committee Independent of the Company and significant shareholders Born 1951 MBA, Harvard Graduate School of Business Administration Chairman of the Board of the American investment firm Lane Holdings, Inc since Managing Director and Principal at Donaldson, Lufkin & Jenrette Securities Corp Banking Associate at Goldman, Sachs & Co Board member of Laboratory Corporation of America and Willis Group Holdings PLC. Jussi Pesonen Member since 2007 Non-independent of the Company Born 1960 M.Sc. (Eng.) President and CEO of UPM-Kymmene Corporation since COO of the paper divisions and deputy to the President and CEO Vice President of UPM Newsprint Product Group Several management positions in UPM Newsprint Product Group Board member of Outokumpu Oyj and East Office of Finnish Industries Oy. Supervisory Board member of Ilmarinen mutual pension insurance company and the Finnish Fair Corporation. Vice Chairman of the Board of the Finnish Forest Industries Federation (FFIF) and of the Confederation of European Paper Industries (CEPI). BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES 3/5

94 Ursula Ranin Member since 2006 Member of the Human Resources Committee Independent of the Company and significant shareholders Born 1953 LL.M., B.Sc. (Econ.) Employed by Nokia Group within the legal function ; Vice President and General Counsel and, since 1996, also secretary of the Board of Directors. Board member of Finnair Plc. Veli-Matti Reinikkala Member since 2007 Member of the Audit Committee Independent of the Company and significant shareholders Born 1957 emba President of ABB Process Automation Division, Member of the Group Executive Committee of ABB Ltd. Switzerland since Business Area Manager for ABB Process Automation Automation Division Manager in ABB China Manager for ABB Drives CEO of ABB Industry Managing Director of Stora Enso Group s Pac Asia Ltd CFO and EVP of Tampella Packaging Division Various positions in business control of Oy Wilh. Schauman Ab and in Rauma-Repola Oy BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES 4/5

95 Robert J. Routs Member since 2010 Member of the Human Resources Committee Independent of the Company and significant shareholders Born 1946 Ph.D. (Tech.) Executive Director Downstream and Board member of Royal Dutch Shell plc Shell Group Managing Director (Oil Products, the Refining and Marketing business) and member of the Committee of Managing Directors CEO of Shell Oil Products US and President of Shell Oil Company President and CEO of Equilon Enterprises LLC Various senior management positions at Royal Dutch/Shell Group in the USA, Canada and the Netherlands Chairman of the Supervisory Board of the insurance and pension group Aegon N.V. Member of the Supervisory Boards of KPN N.V. and Royal DSM N.V. Board member of Canadian Utilities Ltd. and A.P.Möller-Maersk A/S. BIOGRAPHICAL DETAILS OF DIRECTOR NOMINEES 5/5

96 Appendix 13 UPM-KYMMENE CORPORATION PROPOSAL OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PROPOSAL OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THE REMUNERATION OF AUDITOR The Audit Committee of the Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on 7 April 2011 that the remuneration of the Company's auditor be paid against invoice, which has been approved by the Audit Committee of the Board of Directors. For the year 2010, the Company's auditor is paid EUR 2.4 million audit fees, EUR 0.1 million as audit related fees, EUR 0.3 million non-audit fees and EUR 1.3 million tax consulting fees. Helsinki, 2 February 2011 AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

97 Appendix 14 UPM-KYMMENE CORPORATION PROPOSAL OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PROPOSAL OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS FOR THE ELECTION OF AUDITOR The Audit Committee of the Board of Directors proposes to the Annual General Meeting of shareholders of UPM-Kymmene Corporation to be held on 7 April 2011 that PricewaterhouseCoopers Oy, authorised public accountants, be re-elected as the Company's auditor for the new term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the Company that Authorised Public Accountant Juha Wahlroos would continue to be as the auditor in charge. Helsinki, 2 February 2011 AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

98 Appendix 15 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL CONCERNING THE AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY'S OWN SHARES The Board of Directors (the "Board") proposes to the Annual General Meeting of shareholders of UPM- Kymmene Corporation (the "Company") to be held on 7 April 2011 that the Board be authorised to decide on the acquisition of the Company's own shares ("Authorisation to Acquire") on the following terms: Maximum amount of shares to be acquired The Board may decide to acquire no more than 51,000,000 of the Company's own shares. Right to accept own shares as pledge The authorisation includes also the right to accept the Company's own shares as pledge. Directed acquisition and the purchase price of the own shares The Company's own shares will be acquired 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 unrestricted 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. Retaining, transfer and cancellation of the own shares The shares will be acquired to be used for financing or carrying out of possible corporate acquisitions or other business operations, investments or as part of the Company's incentive programmes, or to be retained by the Company as treasury shares, transferred or cancelled. Other terms and validity The Board shall decide on all other matters related to the acquisition of the Company's own shares. The Authorisation to Acquire will remain valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will cancel the authorisation to acquire the Company's own shares resolved by the Annual General Meeting on 22 March Helsinki, 2 February 2011 BOARD OF DIRECTORS

99 Appendix 16 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL FOR THE AMENDMENT TO THE TERMS AND CONDITIONS OF STOCK OPTIONS 2007 The Board of Directors proposes to the Annual General Meeting to be held on 7 April 2011 that the Annual General Meeting decides to amend the terms and conditions of the Company's stock options 2007 so that either new shares or existing shares held by the Company may be subscribed for based on the stock options and that each stock option entitles to one (1) new or existing share held by the Company. The Board of Directors may decide whether the subscription right related to the stock option is directed at a new share in the Company or an existing share held by the Company. According to the current terms and conditions the subscription right is directed only at a new share in the Company. The proposed amendment does not affect the maximum total number of shares that may be subscribed for or acquired based on the stock options. In the opinion of the Board of Directors the amendment would give the Company more flexibility in the issuance of shares. The Board of Directors may also decide upon the necessary technical amendments to the terms and conditions of the stock options Based on the above the Board of Directors proposes to the Annual General Meeting that the Annual General Meeting decides to add the following provision to the terms and conditions of the stock options 2007: The Annual General Meeting of UPM-Kymmene Corporation has on 7 April 2011 decided to amend the terms and conditions of these stock options so that either new shares or existing shares held by the Company may be subscribed for based on the stock options and that each stock option entitles to one (1) new or existing share held by the Company. The Board of Directors may decide, however without weakening the position of the owners of the stock options, that the subscription right related to the stock option is directed at an existing share held by the Company instead of a new share, in which case each stock option entitle to acquire one (1) existing share held by the Company. The Board of Directors may also decide upon the necessary technical amendments to the terms and conditions of the stock options Helsinki, 2 February 2011 BOARD OF DIRECTORS

100 UPM-KYMMENE CORPORATION STOCK OPTIONS (5) 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: The Annual General Meeting of UPM-Kymmene Corporation has on 7 April 2011 decided to amend the terms and conditions of these stock options so that either new shares or existing shares held by the Company may be subscribed for based on the stock options and that each stock option entitles to one (1) new or existing share held by the Company. The Board of Directors may decide, however without weakening the position of the owners of the stock options, that the subscription right related to the stock option is directed at an existing share held by the Company instead of a new share, in which case each stock option entitle to acquire one (1) existing share held by the Company. The Board of Directors may also decide upon the necessary technical amendments to the terms and conditions of the stock options 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

101 UPM-KYMMENE CORPORATION STOCK OPTIONS (5) 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 abovementioned 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.

102 UPM-KYMMENE CORPORATION STOCK OPTIONS (5) 2. Share Subscription and Payment The share subscription period shall be - for stock option 2007A 1 October October for stock option 2007B 1 October October for stock option 2007C 1 October October 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 for stock option 2007B, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April 31 May for stock option 2007C, the trade volume weighted average quotation of the share on the Helsinki Stock Exchange during 1 April 31 May 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 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

103 UPM-KYMMENE CORPORATION STOCK OPTIONS (5) 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

104 UPM-KYMMENE CORPORATION STOCK OPTIONS (5) 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.

105 Appendix 17 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL CONCERNING THE AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE DONATIONS FOR PHILANTHROPIC OR CORRESPONDING PURPOSES The Board of Directors proposes that the Board be authorised to decide to donate no more than EUR 1,000,000 for philanthropic or corresponding purposes in year 2011 and that the Board be authorised to determine the donees, the purposes and the terms of the donations at its discretion. Helsinki, 2 February 2011 BOARD OF DIRECTORS

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