- PDF Free Download

Transcription

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

75

76

77

78

79

80

81

82

83

84

85

86

87

88

89 Appendix 8 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL FOR THE DISTRIBUTION OF PROFITS The distributable funds of the parent company are EUR 3,267,769, The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.45 per share be paid on the shares outstanding at the record date. On 2 February 2010, 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 7 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 proposed distribution of profit does not risk the liquidity of the company. In Helsinki, on 2 February 2010 BOARD OF DIRECTORS

90 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 22 March 2010 that the fees of the Board and Committee members shall remain unchanged i.e. the fees for the Board and Committee members, who do not belong to the operative management, will be the following: EUR 175,000 per annum to the Chairman of the Board, EUR 120,000 per annum to the Deputy Chairman of the Board and to the Chairman of the Audit Committee and EUR 95,000 per annum to the other members. A daily allowance will be paid in accordance with the Company's Travel Rule when the meeting is held outside the place of residence of a Board member. In addition, expenses incurred from travel and lodging will be payable against invoice. Of the annual fee, 60% will be payable in cash and 40% in the form of Company's shares to be purchased on the Board member's behalf. In Helsinki, 2 February 2010 NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

91 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 OF MEMBERS AND ELECTION 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 22 March 2010 that the number of the Board members be nine. In addition, the Nomination and Corporate Governance Committee of the Board of Directors proposes that that the following current Board members Björn Wahlroos, Berndt Brunow, Matti Alahuhta, Karl Grotenfelt, Wendy E. Lane, Jussi Pesonen, Ursula Ranin and Veli-Matti Reinikkala be re-elected for a term continuing until the close of the next Annual General Meeting. The Nomination and Corporate Governance Committee of the Board of Directors proposes further that Robert J. Routs be elected as a new Board member for a term continuing until the close of the next Annual General Meeting following the election. Georg Holzhey has informed the Nomination and Corporate Governance Committee of the Board of Directors that he is no longer available for re-election to the Board of Directors. The proposed Board members are independent of both the Company and its significant shareholders with the exception of the President and CEO Jussi Pesonen. In Helsinki, 2 February 2010 NOMINATION AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

92 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 22 March 2010 that the remuneration of the auditor be paid against invoice. As background for the proposal the Audit Committee states that PricewaterhouseCoopers Oy, authorised public accountants, has acted as the Company's auditor in For the year 2009, the Company's auditor is paid EUR 2.3 million audit fees, EUR 0.1 million as audit related fees, EUR 0.4 millions non-audit fees and EUR 0.9 millions tax consulting fees. In Helsinki, 2 February 2010 AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

93 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 22 March 2010 that PricewaterhouseCoopers Oy, authorised public accountants, be elected as the Company's auditor for the new term that will continue until the end of the next Annual General Meeting of shareholders. In Helsinki, 2 February 2010 AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

94 Appendix 15 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND 4 OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the Annual General Meeting of shareholders of UPM- Kymmene Corporation (the "Company") to be held on 22 March 2010 that 4 of the Articles of Association be amended to read as follows: 4 BOARD OF DIRECTORS The Company has a Board of Directors, which is responsible for the Company s administration and operational organisation in an appropriate manner. The Board of Directors consists of no fewer than five (5) and no more than twelve (12) members. The Board of Directors shall elect the Chairman and one Deputy Chairman from among its members. The term of office of a board member shall begin at the end of the meeting at which he or she is elected and end at the end of the Annual General Meeting following the election. The Board of Directors constitutes a quorum when more than half of its members are present and one of them is the Chairman or the Deputy Chairman. The Board of Directors may set up special committees, the charters of which shall be approved by the Board. In Helsinki, 2 February 2010 BOARD OF DIRECTORS

95 2 (2) Old 4 BOARD OF DIRECTORS The Company has a Board of Directors, which is responsible for the Company s administration and operational organisation in an appropriate manner. The Board of Directors consists of a Chairman, two (2) Deputy Chairmen and no fewer than two (2) and no more than nine (9) members. The term of office of a board member shall begin at the end of the meeting at which he or she is elected and end at the end of the Annual General Meeting following the election. The Board of Directors shall elect the Chairman and the Deputy Chairmen from among its members. The Board of Directors constitutes a quorum when more than half of its members are present and one of them is the Chairman or a Deputy Chairman. The Board of Directors may set up special committees, the charters of which shall be approved by the Board. New 4 BOARD OF DIRECTORS The Company has a Board of Directors, which is responsible for the Company s administration and operational organisation in an appropriate manner. The Board of Directors consists of a Chairman, two (2) Deputy Chairmen and no fewer than two five (52) and no more than nine (129) members. The Board of Directors shall elect the Chairman and the one Deputy Chairmaen from among its members. The term of office of a board member shall begin at the end of the meeting at which he or she is elected and end at the end of the Annual General Meeting following the election. The Board of Directors shall elect the Chairman and the Deputy Chairmen from among its members. The Board of Directors constitutes a quorum when more than half of its members are present and one of them is the Chairman or a the Deputy Chairman. The Board of Directors may set up special committees, the charters of which shall be approved by the Board.

96 Appendix 16 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND 10 OF THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the Annual General Meeting of shareholders of UPM- Kymmene Corporation (the "Company") to be held on 22 March 2010 that 10 of the Articles of Association be amended to read as follows: 10 NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS The notice of the General Meeting of Shareholders shall be published on the Company s website and in one or more daily newspapers published in Helsinki no earlier than three (3) months prior to the closing date referred to in 9 and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days before the record date referred to in Section 2, Subsection 2 of the Chapter 4 of the Finnish Companies Act. In Helsinki, 2 February 2010 BOARD OF DIRECTORS

97 2 (2) Old 10 NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS The notice of the General Meeting of Shareholders shall be published on the Company s website and in one or more daily newspapers published in Helsinki no earlier than three (3) months prior to the closing date referred to in 9 and no later than twenty-one (21) days prior to the General Meeting of Shareholders. New 10 NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS The notice of the General Meeting of Shareholders shall be published on the Company s website and in one or more daily newspapers published in Helsinki no earlier than three (3) months prior to the closing date referred to in 9 and no later than three (3) weeks twenty-one (21) days prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days before the record date referred to in Section 2, Subsection 2 of the Chapter 4 of the Finnish Companies Act.

98 Appendix 17 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 22 March 2010 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 of possible corporate acquisitions, investments or other business operations or as part of the Company's incentive programmes, or to be retained by the Company, transferred further 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 on 25 March 2009 by the Annual General Meeting. In Helsinki, 2 February 2010 BOARD OF DIRECTORS

99 Appendix 18 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS PROPOSAL CONCERNING THE AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES OF THE COMPANY The Board of Directors (the "Board") proposes to the Annual General Meeting of Shareholders of UPM- Kymmene Corporation (the "Company") to be held on 22 March 2010 that the Board be authorised to decide to issue new shares and/or transfer the Company's own shares held by the Company and/or issue special rights entitling to shares of the Company on the following terms: Maximum Number of Shares to be issued The maximum number of the new shares that may be issued and the Company's own shares held by the Company that may be transferred is in the aggregate 25,000,000 shares 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 Companies Act. Shareholders' pre-emptive subscription rights and directed issue The new shares and special rights entitling to shares of the Company may be issued and the Company's own shares held by the Company may be 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, provided that the Company has a weighty financial reason for doing so, such as financing of corporate acquisitions, investments or other business operations, or using the shares as part of the Company's incentive programmes. Share issue without payment to the Company itself and issue of Special Rights The Board may decide on a share issue without payment to the Company itself. In addition, the Board may issue special rights referred to in Chapter 10, Section 1 of the Finnish 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 by using the subscriber's receivable to set off the subscription price. In accordance with Chapter 9, Section 20 of the Finnish Companies Act, a public company may not decide on the free of payment issue to the company itself, if the total number of the Company's own shares held by the company and its subsidiaries would then exceed one tenth (1/10) of all of the shares of the company. Payment of shares The new shares may be issued and the own shares held by the Company may be transferred either against payment or without of payment. The directed share issue may be without payment only in case there is an 1

100 Appendix 18 UPM-KYMMENE CORPORATION PROPOSAL OF THE BOARD OF DIRECTORS especially weighty financial reason when taking into consideration the interests of the Company and all its shareholders. The subscription price of the new shares and the amount payable for the Company's own shares shall be recorded in the reserve for invested unrestricted equity. Other Terms and Validity The Board shall decide on all other matters related to the issues and transfers of shares and special rights entitling to shares. The authorisation is valid until 22 March In Helsinki, on 2 February 2010 BOARD OF DIRECTORS 2

101 Appendix 19 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 500,000 for philanthropic or corresponding purposes in year 2010 and that the Board be authorised to determine the donees, the purposes and the terms of the donations at its discretion. In Helsinki, 2 February 2010 BOARD OF DIRECTORS