#Finland #Helsinki #Governance #Annual General Meeting #UPM-Kymmene

UPM-Kymmene Corporation's Annual General Meeting Highlights

UPM-Kymmene Corporation convened for its Annual General Meeting (AGM) on April 9, 2026, in Helsinki, gathering shareholders to discuss and make pivotal decisions regarding the company's future and governance. Here, we summarize the key outcomes from this important event.

Financial Statements and Dividend Distribution

One of the significant topics addressed at the AGM was the adoption of the company's financial statements for the financial year 2025. The shareholders approved a dividend of €1.50 per share, which will be distributed in two installments, reflecting the corporation's strong financial performance. The timeline for this distribution is as follows:

• - The first installment of €0.75 will be paid to the registered shareholders on April 21, 2026.
• - The second installment will follow, also at €0.75 per share, on November 6, 2026.

This decision underscores UPM's commitment to returning value to its shareholders while ensuring sustainable financial growth.

Board of Directors Composition

Changes were made to the Board of Directors, confirming its total membership at nine. Long-standing members including Pia Aaltonen-Forsell, Henrik Ehrnrooth, and Martin à Porta were re-elected. Notably, Magnus Groth and Piia Karhu joined the board as new directors, bringing fresh perspectives and insights, while Piia-Noora Kauppi and Kim Wahl opted to step down. This restructuring is intended to strengthen the board's capabilities to lead UPM towards its strategic goals.

Remuneration Adjustments

The AGM reviewed and approved the Remuneration Report for 2025, which provides an overview of compensation practices. The Remuneration Policy was also adopted, emphasizing its advisory nature. The board members will maintain their current remuneration structure, including the Chair receiving €240,000 annually and other committee members receiving adjusted fees to reflect their contributions. It was decided that remuneration would consist of a combination of cash and shares, fostering greater alignment between directors and shareholders.

Electing Auditors and Sustainability Assurance

In another critical development, Ernst & Young Oy was re-elected as UPM's auditor for 2027. They will conduct audits under the leadership of Mikko Järventausta, ensuring compliance and transparency in UPM's financial reporting. Additionally, the firm will also serve as a sustainability reporting assurer, reflecting UPM's ongoing commitment to sustainable practices and corporate responsibility in environmental and social governance.

Share Issuance and Repurchase Authorization

A key authorization granted to the Board of Directors allows them to decide on the issuance of new shares, transfer treasury shares, or even undertake repurchases totaling up to 50 million shares. This flexibility empowers UPM to manage its equity and support strategic initiatives effectively.

Charitable Contributions

Recognizing its role in corporate social responsibility, the Board received authorization for charitable contributions up to €1,000,000. These contributions aim to support various causes under UPM’s Share and Care program.

Conclusion

The AGM outcomes indicate a robust strategic framework and a clear pathway for UPM-Kymmene Corporation as it navigates the evolving marketplace. By upholding shareholder interests while prioritizing sustainability and governance, UPM is well-positioned for continued success in the future. The minutes from the AGM will soon be accessible on UPM's official website for shareholders and stakeholders to review.

These decisions reflect UPM’s commitment to transparency and accountability, vital principles for fostering trust and long-term shareholder value. As UPM embarks on this new fiscal year, shareholders can feel optimistic about the strategic initiatives unveiled during the meeting.

For further information and the complete minutes from the AGM, interested parties can visit UPM's official AGM page.