Notice of the Annual General Meeting of UPM-Kymmene Corporation
UPM-Kymmene Corporation Stock Exchange Release (Notice to general meeting) February 4, 2026 at 15:45 EET
HELSINKI, Feb. 4, 2026 /PRNewswire/ -- Notice is given to the shareholders of UPM-Kymmene Corporation (the "Company" or "UPM") of the Annual General Meeting to be held on Thursday, April 9, 2026 starting at 14:00 (EEST) at the Congress Wing of Helsinki Expo and Convention Centre (Messukeskus), entrance at Rautatieläisenkatu 3, 00520 Helsinki, Finland. The reception of attendees who have registered for the meeting will commence at 13:00 (EEST) at the meeting venue.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in section C of this notice.
Shareholders may follow the meeting through a webcast. Instructions for following the webcast and obtaining the webcast link are available at www.upm.com/agm2026. Webcast starts on April 9, 2026 at 14:00 (EEST). It is not possible to ask questions, make counterproposals or vote through the webcast. Following the webcast is not considered as participation in the Annual General Meeting or exercise of shareholder rights.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors, and the Auditor's Report for the year 2025
- Review by the President and CEO
The Financial Statements, the Report of the Board of Directors and the Auditor's Report will be available on the Company's website at www.upm.com/agm2026 as of March 4, 2026.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes that an aggregate dividend of €1.50 per share be paid based on the balance sheet to be adopted for the financial year ended on December 31, 2025, and that the remaining portion of the distributable funds be retained in the Company's non-restricted shareholders' equity. The Board proposes that the dividend be paid in two instalments.
The first dividend instalment, €0.75 per share, is proposed to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Oy on the record date for the first dividend instalment, April 13, 2026. The Board proposes that the payment date for the first dividend instalment would be on April 21, 2026.
The second dividend instalment, €0.75 per share, is proposed to be paid to shareholders registered in the Company's register of shareholders maintained by Euroclear Finland Oy on the record date for the second dividend instalment, October 30, 2026. The Board proposes that the payment date for the second dividend instalment would be on November 6, 2026.
If the payment of the dividend is prevented due to applicable law, regulation or unexpected circumstances, the Board will resolve, as soon as practically possible, on a new record date and payment date.
On the date of the dividend proposal, February 4, 2026, the registered number of the Company's shares is 527,735,699. The aforementioned number of shares includes 411,653 treasury shares which are not entitled to dividends. As a result, the proposed aggregate dividend would total €791 million.
On December 31, 2025, the distributable funds of the parent company were €3,065,993,436.22. The profit of the parent company for the period was €1,148,309,149.44.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Adoption of the Remuneration Report
The Board proposes that the Annual General Meeting adopts the Remuneration Report for the financial period 2025.
The Remuneration Report will be available on the Company's website at www.upm.com/agm2026 as of March 4, 2026. The Annual General Meeting's resolution on the adoption of the Remuneration Report is advisory.
11. Adoption of the Remuneration Policy
The Board proposes that the Annual General Meeting adopts the amended Remuneration Policy. The Remuneration Policy was last time presented to the Annual General Meeting on April 4, 2024.
The amendments to the Remuneration Policy concern adjustments to the President and CEO's maximum payout opportunities for variable remuneration components.
The amended Remuneration Policy to be presented to the Annual General Meeting will be available on the Company's website at www.upm.com/agm2026 as of March 4, 2026. The Annual General Meeting's resolution on the adoption of the Remuneration Policy is advisory.
12. Resolution on the remuneration of the members of the Board of Directors
The Board's Nomination and Governance Committee proposes to the Annual General Meeting of UPM that the remuneration of the Chair, Deputy Chair and other members of the Board remains unchanged, and that the Chair of the Board be paid an annual base fee of €240,000, the Deputy Chair of the Board an annual base fee of €150,000 and other members of the Board an annual base fee of €120,000.
The Nomination and Governance Committee further proposes that the remuneration of the Chairs and members of both the Remuneration Committee and the Nomination and Governance Committee be raised while the remuneration of the Chair and members of the Audit Committee remains unchanged, and that the members of the Board's committees be paid annual committee fees as follows:
- Audit Committee: Chair €50,000 and members €30,000
- Remuneration Committee: Chair €30,000 (previously €27,500) and members €15,000 (previously €10,000)
- Nomination and Governance Committee: Chair €30,000 (previously €20,000) and members €15,000 (previously €10,000).
The annual base fees are proposed to be paid in Company shares and cash so that approximately 40 percent 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 of 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 terminates before the Annual General Meeting of 2027, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
In addition, the Board's Nomination and Governance Committee proposes that directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoices.
13. Resolution on the number of members of the Board of Directors
The Board's Nomination and Governance Committee proposes that the number of members of the Board be the current nine (9).
Should one or more of the candidates proposed by the Board's Nomination and Governance Committee not be available for election to the Board for any reason, the proposed number of Board members shall be decreased accordingly.
14. Election of members of the Board of Directors
The Board's Nomination and Governance Committee proposes to the Annual General Meeting of UPM that the following incumbent directors be re-elected to the Board: Pia Aaltonen-Forsell, Henrik Ehrnrooth, Jari Gustafsson, Melanie Maas-Brunner, Topi Manner, Marjan Oudeman, and Martin à Porta. The Board's Nomination and Governance Committee further proposes that Magnus Groth and Piia Karhu be elected as new directors to the Board. The directors will be elected for a one-year term, and their term of office will end at the end of the next Annual General Meeting. All director nominees have given their consent to the election.
Piia-Noora Kauppi and Kim Wahl have announced that they are not available for re-election.
New director nominee Magnus Groth (born 1963) is a Swedish citizen and holds a M.Sc. in Economics & Business from Stockholm School of Economics and M.Sc. in Avionics & Naval Sciences from Royal Institute of Technology (KTH), Stockholm, Sweden. Groth has worked as President & CEO of Essity Ab 2017-2025, President & CEO of SCA Ab 2015-2017, President, Consumer Goods Europe of SCA Hygiene Products 2011-2015, President & CEO of Studsvik AB (publ) 2006-2011, Senior Vice President, Corporate Strategy of Vattenfall Ab 2001-2005, CEO of Enron Nordic Energy at Enron Corporation 1998-2001, Vice President, Business Development of Vattenfall Ab 1994-1998 and Project Leader of The Boston Consulting Group 1989-1994. Currently he is a board member and audit committee member of Wallenius Wilhelmsen ASA. He has also been a board member of Essity Ab 2017-2025, Vinda International Holdings Limited 2015-2024, Acando Ab 2009-2019 and Svenska Cellulosa Aktiebolaget (SCA) 2015-2017.
New director nominee Piia Karhu (born 1976) is a Finnish citizen and holds a doctoral degree in Business Administration from University of St. Gallen, Switzerland. Karhu has worked as President of Minerals business area of Metso Corporation since 2024. Previously she has worked as President of Metals business area of Metso Corporation 2022-2024 and as Senior Vice President, Business Development of Metso Outotec Corporation 2020-2022. She has also worked in various leadership positions in Finnair Corporation 2013-2020: Senior Vice President, Customer Experience 2016-2020, Vice President, Network & Business Development 2015-2016, Vice President, Corporate Development 2014-2015 and Project Director 2013-2014. She has also worked as Senior Manager at Ernst & Young 2007-2013, and as Managing Consultant at Capgemini 2000-2007. Currently she is a board member and audit committee member of Kesko Corporation.
Should one or more of the candidates proposed by the Board's Nomination and Governance Committee not be available for election to the Board for any reason, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination and Governance Committee.
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 and concluded that all director nominees are independent of the Company's significant shareholders, and that all director nominees are non-executive and independent of the Company. Henrik Ehrnrooth, if re-elected, would be non-executive director for 10 consecutive years or more. However, his independence is not compromised due to his service history, and no other factors or circumstances have been identified that could impair his independence. Mr. Ehrnrooth has been a member of the Company's Board of Directors since 2015.
The biographical details of all director nominees are available at www.upm.com/agm2026.
15. Resolution on the remuneration of the auditor for the financial period 2027
Based on the proposal prepared by the Audit Committee, the Board proposes that the remuneration and reimbursements of the auditor to be elected for the financial period 2027 be paid against invoices approved by the Company.
16. Resolution on the remuneration of the sustainability reporting assurer for the financial period 2027
Based on the proposal prepared by the Audit Committee, the Board proposes that the remuneration and reimbursements of the sustainability reporting assurer to be elected for the financial period 2027 be paid against invoices approved by the Company.
17. Election of the auditor for the financial period 2027
Based on the proposal prepared by the Audit Committee, the Board proposes that Ernst & Young Oy, a firm of authorized public accountants, be re-elected as the Company's auditor for the financial period 2027. Since 2023, the Board has proposed to the Annual General Meeting that the Annual General Meeting elects the auditor for the financial period commencing next after the election.
Ernst & Young Oy has informed the Company that Authorised Public Accountant (KHT) Mikko Järventausta would act as the lead audit partner.
18. Election of the sustainability reporting assurer for the financial period 2027
Based on the proposal prepared by the Audit Committee, the Board proposes that Ernst & Young Oy, a firm of authorized sustainability audit, be elected as the Company's sustainability reporting assurer for the financial period 2027.
Ernst & Young Oy has informed the Company that the Authorised Sustainability Auditor (KRT) Mikko Järventausta would act as principally responsible sustainability reporting assurer.
19. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board proposes that the Board be authorized to resolve 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 percent 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 may also resolve on a share issue without payment to the Company itself. In addition, the Board may resolve 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 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 resolve on all other matters related to the issuances and transfers of shares and special rights entitling to shares.
The authorization will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorization is granted, it will revoke the authorization to resolve on the issuance of shares and special rights entitling to shares which was granted to the Board by the Annual General Meeting on March 27, 2025.
20. Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Board proposes that the Board be authorized to resolve on the repurchase of the Company's own shares as follows:
By virtue of the authorization, the Board may resolve to repurchase a maximum of 50,000,000 of the Company's own shares. The proposed maximum number of shares corresponds to approximately 9.5 percent of the Company's registered number of shares at the time of the proposal. The repurchases will be made using the Company's non-restricted shareholders' equity, as resolved by the Board, which means that the repurchases will reduce the distributable funds of the Company.
The price paid for the shares under the authorization shall be based on the market price formed on the securities markets or a price otherwise formed in a competitive process. The shares may be repurchased either through an offer to all shareholders on equal terms or through other means and otherwise than in proportion to the existing shareholdings of the Company's shareholders (directed repurchases). Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. The authorization also includes the right to accept the Company's own shares as a pledge. The Company may enter into derivative, share lending or other arrangements customary in capital market practice in connection with the repurchases.
The Board shall resolve on all other matters related to the repurchase of the Company's own shares.
The authorization will be valid for 18 months from the date of the resolution of the Annual General Meeting. If this authorization is granted, it will revoke the repurchase authorization granted to the Board by the Annual General Meeting on March 27, 2025, to the extent that the Board has not previously resolved to repurchase shares based on such authorization.
21. Authorizing the Board of Directors to resolve on charitable contributions
The Board proposes that the Board be authorized to resolve on contributions not exceeding a total of €1,000,000 for charitable or corresponding purposes and that the Board be authorized to resolve on the recipients, purposes and other terms and conditions of the contributions. Contributions would be primarily granted under the Company's Share and Care programme whose focus areas are youth, education, and climate and biodiversity.
The authorization is proposed to be valid until the next Annual General Meeting.
22. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting as well as this notice, are available on the Company's website at www.upm.com/agm2026. UPM-Kymmene Corporation's Annual Report, as well as the Remuneration Report for the financial period 2025 and the amended Remuneration Policy will be available on the above-mentioned website as of March 4, 2026. The Annual Report includes the Company's Financial Statements, the Report of the Board of Directors (including the Sustainability Statement) as well as the Auditor's Report and the Assurance Reports on the Sustainability Statement. The proposals for the resolutions and the Financial Statements are also available at the venue of the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of April 23, 2026, at the latest.
C. Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 26, 2026, in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders' register of the Company.
Preregistration for the Annual General Meeting commences on February 4, 2026. A shareholder, who is registered in the shareholders' register of the Company and who wishes to participate in the Annual General Meeting, shall preregister for the meeting no later than March 30, 2026 by 16:00 (EEST) by giving a prior notice of attendance, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given:
a) on the Company's website at www.upm.com/agm2026.
Electronic registration requires strong authentication of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish online banking codes, or a mobile certificate.
If a shareholder uses the electronic suomi.fi authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with the Finnish online banking codes or a mobile certificate.
b) by e-mail to [email protected], or
c) by regular mail to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland.
In connection with the prior notice of attendance, a shareholder shall notify their name, date of birth or business identity code, address, telephone number and/or e-mail address, the name of a possible assistant and the name and date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related necessary registrations. Shareholders who preregister for the Annual General Meeting by e-mail or regular mail can use the registration and advance voting form available on the Company's website at www.upm.com/agm2026 for the registration and possible advance voting.
The shareholder, legal representative and proxy representative shall, upon request, be able to prove their identity and/or right of representation at the meeting.
Further information on registration is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays 9:00-12:00 and 13:00-16:00 (EET).
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which she/he on the record date of the Annual General Meeting, i.e., on March 26, 2026, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders' register held by Euroclear Finland Oy by 10:00 (EEST) on April 2, 2026, at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.
Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders' register of the Company by the time stated above at the latest.
In addition to the above, nominee registered shares shall be represented at the venue of the Annual General Meeting by a holder of nominee registered shares or their proxy representative personally. The Company shall be notified in advance of the name and date of birth of the holder of nominee registered shares or their proxy representative who will be present at the meeting venue.
Further information on these matters can also be found on the Company's website at www.upm.com/agm2026.
3. Advance voting
A shareholder, whose shares are registered on their personal Finnish book-entry account may vote in advance:
a) on the Company's website at www.upm.com/agm2026. Logging in to advance voting happens in the same way as logging in to registration to the meeting as instructed in this notice under the section C.1.
b) by e-mail or by regular mail by submitting the advance voting form, which is available on the Company's website at www.upm.com/agm2026, or corresponding information, to Innovatics Ltd by e-mail to [email protected] or by regular mail addressed to Innovatics Ltd, AGM / UPM-Kymmene Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
Advance voting commences on February 4, 2026, and ends on March 30, 2026, at 16:00 EEST by which date and time the advance votes shall be received.
If a shareholder participates in the Annual General Meeting by submitting votes in advance to Innovatics Ltd before the deadline for registration and advance voting, the submission constitutes due registration for the Annual General Meeting, provided that it contains the information required for registration, as mentioned above in section C.1.
A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal if they are present or represented at the Annual General Meeting at the meeting venue.
For holders of nominee registered shares, advance voting will take place through the account operator. The account operator may vote in advance on behalf of the holders of nominee registered shares represented by the account operator in accordance with their voting instructions during the registration period set for nominee registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.
Instructions regarding the electronic advance voting are also available on the Company's website at www.upm.com/agm2026.
4. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting through a proxy representative.
The proxy representative shall authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder, who they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. A proxy template is available on the Company's website at www.upm.com/agm2026.
If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
The signed proxy documents should be submitted to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar Aallon katu 1), FI-00101 Helsinki, Finland or [email protected], prior to the end of the registration period. The original proxy document shall be presented to the Company upon request. In addition to submitting proxy documents, a shareholder or their proxy representative shall ensure that she/he has registered for the Annual General Meeting in the manner described above in this notice.
Shareholders can also use the electronic suomi.fi authorization service instead of a traditional proxy document. In this case, the legal person shall authorize the authorized representative nominated by the legal person in the suomi.fi service at www.suomi.fi/e-authorizations by using the mandate theme "Representation at the General Meeting". In the preregistration service of the General Meeting, the authorized representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorization is verified automatically. Strong electronic authentication can be conducted with the Finnish online banking codes or a mobile certificate. Further information is available at www.suomi.fi/e-authorizations and on the Company's website at www.upm.com/agm2026.
5. Other information
The meeting language is Finnish but some presentations such as the Review by the President and CEO will be held in English. There is simultaneous interpretation available both into Finnish and English at the meeting venue.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to ask questions with respect to the matters to be considered at the meeting.
Changes in the number of shares held after the record date of the Annual General Meeting shall not have an effect on the right to participate in the meeting nor on the number of votes held by a shareholder in the meeting.
On the date of this notice of the Annual General Meeting, the Company has 527,735,699 shares representing the same number of votes.
Helsinki, February 4, 2026
UPM-KYMMENE CORPORATION
BOARD OF DIRECTORS
UPM, Media relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
[email protected]
UPM
UPM is a material solutions company, renewing products and entire value chains with an extensive portfolio of renewable fibres, advanced materials, decarbonization solutions, and communication papers. Our performance in sustainability has been recognized by third parties, including EcoVadis and the Dow Jones Sustainability Indices. We operate globally and employ approximately 15,100 people worldwide, with annual sales of approximately €9.7 billion. Our shares are listed on Nasdaq Helsinki Ltd.
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