UPM-Kymmene Corporation Stock Exchange Release (Other information disclosed according to the rules of the Exchange) 27 January 2022 at
Proposals of the Board of Directors and the
UPM-Kymmene Corporation’s Annual General Meeting will be held on Tuesday,
The Board of Directors and the
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of
Adoption of the Remuneration Report
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the year 2021. The Remuneration Report for the year 2021 will be published by a stock exchange release and will be available on the Company’s website at www.upm.com/agm2022 as of
Resolution on the remuneration of the members of the Board of Directors
The Board of Directors’
- Audit Committee: Chair
- Remuneration Committee: Chair
-
The annual base fee is proposed to be paid in Company shares and cash so that approximately 40% will be payable in the Company shares to be purchased on the Board members’ behalf, and the rest in cash. 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 in the Board has ended, whichever occurs first. The annual committee fees are proposed to be paid in cash. If the term of a member of the Board of Directors terminates before the Annual General Meeting of 2023, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.
In addition, the Board of Directors’
Resolution on the number of members of the Board of Directors
The Board of Directors’
Election of members of the Board of Directors
The Board of Directors’
The new director nominee
The Board of Directors has assessed the director nominees’ independence based on the Finnish Corporate Governance Code’s independence criteria and other factors and circumstances to be taken into account in the overall evaluation from both the standpoint of the Company and the nominees. The Board has also taken into account information provided by the nominees.
According to the evaluation carried out by the Board, all director nominees are independent of the Company’s significant shareholders as none of the Company shareholders holds 10 percent or more of the Company’s shares or votes attached thereto. In addition, according to the Board’s director-specific overall evaluation, all director nominees are non-executive and independent of the Company including
The biographical details of all director nominees are available at upm.com/agm2022.
Resolution on the remuneration of the auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that the remuneration of the Company’s auditor be paid against invoices approved by the Board of Directors’ Audit Committee.
Election of the auditor
Based on the proposal prepared by the Audit Committee, the Board of Directors proposes that
Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Board be authorised to decide on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares as follows:
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 proposed maximum number of shares corresponds to approximately 4.7 per cent of the Company’s registered number of shares at the time of the proposal.
The new shares and the special rights entitling to shares may be issued and the treasury shares 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, if there is a weighty financial reason for doing so from the Company’s point of view, such as using the shares as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company’s capital structure, or as a part of the Company's incentive plans.
The Board of Directors may also decide on a share issue without payment to the Company itself. In addition, the Board may decide to issue special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which carry the right to receive, against payment, new shares in the Company or treasury shares in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to offset the subscription price.
The new shares may be issued and the treasury shares transferred either against payment or without payment. The directed share issue may be without payment only if there is an especially weighty financial reason for doing so from the Company’s point of view and taking the interests of the Company’s all shareholders into consideration.
The subscription price of the new shares and the amount payable for the treasury shares shall be recorded in the reserve for invested non-restricted equity.
The Board shall decide on all other matters related to the issuances and transfers of shares and special rights entitling to shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the authorisation to decide on the issuance of shares and special rights entitling to shares which was granted to the Board of Directors by the Annual General Meeting on
Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that the Board be authorised to decide on the repurchase of the Company’s own shares as follows:
By virtue of the authorisation, the Board may decide to repurchase a maximum of 50,000,000 of the Company’s own shares. The proposed maximum number of shares corresponds to approximately 9.4 per cent of the Company’s registered number of shares at the time of the proposal. The authorisation includes also the right to accept the Company’s own shares as a pledge.
The Company’s own shares will be repurchased 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 certificates entitling to its shares are traded, using the Company’s non-restricted 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 repurchased.
The shares will be repurchased to be used as a consideration in potential mergers or acquisitions, to finance investments or other business-related transactions, to develop the Company’s capital structure, or as a part of the Company’s incentive plans, or to be retained by the Company as treasury shares, transferred or cancelled.
The Board shall decide on all other matters related to the repurchase of the Company’s own shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorisation is granted, it will revoke the repurchase authorisation granted to the Board of Directors by the Annual General Meeting on
Resolutions on the partial amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to amend article 8 (Auditor). Following the stipulations of the EU Audit Regulation, the last year that
The Board of Directors also proposes that the Annual General Meeting would decide to amend article 11 (Annual General Meeting) of the Articles of Association so that the Annual General Meeting shall decide, in addition to the items currently listed in article 11 of the Articles of Association, on the adoption of the remuneration policy, when necessary (amended article 11, second paragraph, new sub-item 6), on the adoption of the remuneration report (amended article 11, second paragraph, new sub-item 7), and that the numbering of current sub-items 6-10 of the second paragraph of article 11 be changed accordingly due to the above-mentioned amendments.
The current and proposed new wordings of the above-mentioned articles of the Articles of Association are available on the Company’s website at upm.com/agm2022.
Authorising the Board of Directors to decide on charitable contributions
The Board of Directors proposes that the Board be authorised to decide on contributions not exceeding a total of
The authorisation is proposed to be valid until the next Annual General Meeting.
BOARD OF DIRECTORS
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