#Finland #Helsinki #Annual General Meeting #UPM-Kymmene #Dividend Proposal

Overview of UPM-Kymmene Corporation's Annual General Meeting 2025

UPM-Kymmene Corporation, a renowned player in the renewable and responsible solutions industry, has scheduled its Annual General Meeting (AGM) for March 27, 2025, at the prestigious Finlandia Hall in Helsinki at 14:00 EET. This event is significant as it allows shareholders to participate in critical decisions affecting the future of the company.

Key Meeting Details

The reception for preregistered attendees will kick off at 12:30 EET, featuring coffee service along with the distribution of voting tickets. It is important to note that shareholders will only be able to vote or participate in the meeting in-person. However, they can follow proceedings via a webcast starting at 14:00 EET on the same day, accessible through the company’s website.

Agenda Highlights

The AGM agenda comprises several essential items, including:
1. Opening of the meeting
2. Election of a person to scrutinise the minutes
3. Presentation of Financial Statements and the Auditor's Report for 2024
4. Adoption of the Financial Statements
5. Dividend proposal

Dividend Proposal

One of the primary proposals includes a dividend payout of EUR 1.50 per share, reflecting UPM's strong performance for the year ended December 31, 2024. The Board suggests distributing this amount in two installments:

• - The first installment of EUR 0.75 per share is proposed for payment on April 8, 2025, to shareholders registered by the close of business on March 31, 2025.
• - The second installment is also EUR 0.75, proposed for distribution on November 7, 2025, to shareholders registered by October 31, 2025.

Director Elections and Remuneration

The meeting will also include the election of Board members. Incumbents, including Pia Aaltonen-Forsell and Henrik Ehrnrooth, are among the nominees recommended for re-election, with their terms set to last until the next AGM. The Board’s Nomination and Governance Committee is also proposing remuneration adjustments:

• - The Chair of the Board will see an increase to EUR 240,000 annually, while the Deputy Chair will rise to EUR 150,000 annually.
• - Committee members will also receive remuneration for their roles.

Structural Changes and Authorizations

In addition to director elections, the AGM will also cover various authorizations for future corporate actions:

• - The Board seeks authorization to issue new shares up to a maximum of 25 million, reflecting about 4.7% of the current registered shares.
• - Another proposal includes granting the Board rights to repurchase up to 50 million shares, positioning UPM for strategic maneuvers in the market.

Additionally, UPM aims to amend its Articles of Association, allowing for remote general meetings, which reflects the changing landscape influenced by global events like the pandemic. This move aims to secure shareholder rights regardless of the format.

Documents and Participation Instructions

Shareholders registered by March 17, 2025, may attend the AGM, and they must preregister by March 20, 2025. Registration can be conducted electronically or via regular mail. Detailed instructions are available on UPM's website.

The financial health of UPM-Kymmene Corporation appears robust, with €2.87 billion in distributable funds as of year-end 2024. The upcoming meeting promises to be a pivotal event for UPM's stakeholders as it not only reviews past performance but also charts the course for future growth and corporate governance.

UPM’s commitment to sustainability and shareholder engagement remains at the forefront at this AGM. As global awareness of environmental issues rises, UPM's initiatives in sustainable practices are set to alter industry benchmarks moving forward.

For further updates and to confirm attendance, shareholders are encouraged to visit UPM's AGM webpage: www.upm.com/agm2025.