UPM-Kymmene Oyj — Proxy Solicitation & Information Statement 2025

Feb 5, 2025

Notice of the Annual General Meeting of UPM-Kymmene Corporation

Notice of the Annual General Meeting of UPM-Kymmene Corporation

UPM-Kymmene CorporationStock Exchange Release (Notice to general meeting)5
February 2025 at 15:00 EET

Notice of the Annual General Meeting of UPM-Kymmene Corporation

Notice is given to the shareholders of UPM-Kymmene Corporation (the “Company” or
“UPM”) of the Annual General Meeting to be held on Thursday, 27 March 2025
starting at 14:00 (EET) at Finlandia Hall Mannerheimintie 13 e, Helsinki,
Finland. The reception of attendees who have preregistered for the meeting, the
distribution of voting tickets and coffee service will commence at 12:30 (EET)
at the meeting venue.

It is not possible for shareholders to vote in advance or participate in the
Annual General Meeting in other means than at the meeting venue. Shareholders
may, however, follow the meeting through a webcast. Instructions regarding the
webcast are available at www.upm.com/agm2025. Webcast starts on 27 March 2025 at
14:00 (EET). 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 the 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 a person to scrutinise 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 2024

7. Review by the President and CEO

8. Adoption of the Financial Statements

9. 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 EUR 1.50 per share be paid
based on the balance sheet to be adopted for the financial year ended on 31
December 2024, 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, EUR 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 31
March 2025. The Board proposes that the payment date for the first dividend
instalment would be on 8 April 2025.

The second dividend instalment, EUR 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 31
October 2025. The Board proposes that the payment date for the second dividend
instalment would be on 7 November 2025.

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, 5 February 2025, the registered number of
the Company's shares is 533,735,699. The aforementioned number of shares
includes 411,653 treasury shares which are not entitled to dividend. As a
result, the proposed aggregate dividend would total EUR 800 million.

On 31 December 2024, the distributable funds of the parent company were EUR
2,870,807,659.79. The profit of the parent company for the period was EUR
381,913,739.95.

1. Resolution on the discharge of the members of the Board of Directors and the
   President and CEO from liability

2. Adoption of the Remuneration Report

The Board proposes that the Annual General Meeting adopts the Remuneration
Report for the financial period 2024.

The Remuneration Report for the year 2024 will be available on the Company's
website at www.upm.com/agm2025 as of 6 March 2025.

1. 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 and Deputy Chair of the Board
be raised, and that the Chair of the Board be paid an annual base fee of EUR
240,000 (previously EUR 231,000) and the Deputy Chair of the Board an annual
base fee of EUR 150,000 (previously EUR 145,000). The Board's Nomination and
Governance Committee proposes that the remuneration of the other members of the
Board remains unchanged and that they be paid an annual base fee of EUR 120,000.

The Nomination and Governance Committee further proposes that the remuneration
of the Audit Committee Chair and members be raised, remuneration of members of
other committees remain unchanged and that the members of the Board's committees
be paid annual committee fees as follows:
- Audit Committee: Chair EUR 50,000 (previously EUR45,000) and members EUR30,000
(previously EUR25,000)
- Remuneration Committee: Chair EUR 27,500 and members EUR 10,000
- Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000.

The annual base fees are proposed to be paid in Company shares and cash so that
approximately 40 per cent 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 2026, 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 invoice.

1. 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).

1. Election of members of the Board of Directors

The Board of Directors' 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,
Piia-Noora Kauppi, Melanie Maas-Brunner, Topi Manner, Marjan Oudeman, Martin à
Porta and Kim Wahl. The directors will be elected for a one-year term and their
term of office will end upon closure of the next Annual General Meeting. All
director nominees have given their consent to the election.

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, Kim Wahl and Piia-Noora Kauppi, if
re-elected, would be non-executive directors for 10 consecutive years or more.
However, their independence is not compromised due to their service history, and
no other factors or circumstances have been identified that could impair their
independence. Mr Ehrnrooth has been a member of the Company's Board of Directors
since 2015, Mr Wahl since 2012 and Ms Kauppi since 2013.

The biographical details of all director nominees are available at
www.upm.com/agm2025.

1. Resolution on the remuneration of the auditor for the financial period 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that
the auditor to be elected for the financial period 2026 be paid against invoices
approved by the Board's Audit Committee.

1. Resolution on the remuneration of the sustainability reporting assurer for
   the financial periods 2025 and 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that
the sustainability reporting assurer to be elected for the financial periods
2025 and 2026 be paid against invoices approved by the Board's Audit Committee.

1. Election of the auditor for the financial period 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that
Ernst & Young Oy, a firm of authorised public accountants, be re-elected as the
Company's auditor for the financial period 2026. 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) Heikki Ilkka would continue as the lead audit partner. He has held this
position since the financial period 2024.

1. Election of the sustainability reporting assurer for the financial periods
   2025 and 2026

Based on the proposal prepared by the Audit Committee, the Board proposes that
Ernst & Young Oy, a firm of authorised sustainability audit, be elected as the
Company's sustainability reporting assurer for the financial periods 2025 and
2026.

Ernst & Young Oy has informed the Company that the Authorised Sustainability
Auditor (KRT) Heikki Ilkka would act as principally responsible sustainability
reporting assurer.

1. Authorising the Board of Directors to resolve on the issuance of shares and
   special rights entitling to shares

The Board proposes that the Board be authorised 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 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 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 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 resolve on the issuance of shares and special rights entitling
to shares which was granted to the Board by the Annual General Meeting on 4
April 2024.

1. Authorising the Board of Directors to resolve on the repurchase of the
   Company's own shares

The Board proposes that the Board be authorised to resolve on the repurchase of
the Company's own shares as follows:

By virtue of the authorisation, 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 9.4 per cent 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 authorisation 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
authorisation 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 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 by the Annual General Meeting on 4
April 2024 to the extent that the Board has not previously resolved to
repurchase shares based on such authorisation.

1. Resolution on the partial amendment of the Articles of Association

The Board proposes that the Annual General Meeting would resolve to amend
article 10 (Notice of the General Meeting of Shareholders) of the Articles of
Association to enable holding a general meeting completely without a meeting
venue as a so-called remote meeting.

The proposal is based on the legislative changes to Chapter 5 of the Finnish
Limited Liability Companies Act, which include the possibility to arrange remote
general meetings. The legislative changes are based on the premise that
shareholder rights shall not be compromised, and that all participating
shareholders are able to exercise their full shareholder rights, including the
right to vote and to ask questions in real time during the general meeting,
irrespective of the chosen general meeting format. Given that shareholders'
rights are equally secured in all meeting formats under the Finnish Limited
Liability Companies Act, the possibility to organise remote general meetings
would enable the Company to be prepared for rapidly changing conditions in the
Company's operating environment and the society in general, for example due to
pandemics. Despite the proposed amendment, organising physical general meetings
will remain the primary option for the Company. The possibility to hold remote
general meetings will in practice only be used in exceptional circumstances as
mentioned above. It is important for the Company to have means to offer its
shareholders the possibility to exercise their shareholder rights and resolve on
any matters presented to a general meeting under any circumstances.

UPM is required to appoint a sustainability reporting assurer following the
implementation of the Corporate Sustainability Reporting Directive. The Board
therefore proposes that the Annual General Meeting would decide to include this
obligation into the article 8 (Auditor) so that the Company shall have one (1)
sustainability reporting assurer, which shall be a sustainability audit firm
approved by the Finnish Patent and Registration Office. The term of office of
the sustainability reporting assurer shall be a financial period. It is also
proposed to include a mention of this obligation into the article 11 (Annual
General Meeting) so that the Annual General Meeting shall elect the
sustainability reporting assurer (amended article 11, second paragraph, new sub
-item 12) and resolve on the remuneration of the sustainability reporting
assurer, and that the numbering of current sub-item 12 of the second paragraph
of article 11 be changed accordingly due to the above-mentioned amendment.

The current and proposed new wordings of the above-mentioned articles of the
Articles of Association are available on the Company's website at
www.upm.com/agm2025.

1. Authorising the Board of Directors to resolve on charitable contributions

The Board proposes that the Board be authorised to resolve on contributions not
exceeding a total of EUR 1,000,000 for charitable or corresponding purposes and
that the Board be authorised 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 authorisation is proposed to be valid until the next Annual General Meeting.

1. 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/agm2025. UPM-Kymmene Corporation's Annual Report, as well as the
Remuneration Report for the financial period 2024 will be available on the above
-mentioned website as of 6 March 2025. 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
opinion on the sustainability reporting. 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 10 April 2025 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 17 March 2025 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 5 February 2025. 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 20 March 2025 by 16:00 (EET) 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/agm2025.

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 authorisation, registration
requires strong electronic authentication from the authorised representative,
which can be conducted with the Finnish online banking codes or a mobile
certificate.

b) by regular mail to UPM-Kymmene Corporation, Legal Function, PO Box 380 (Alvar
Aallon katu 1), FI-00101 Helsinki, Finland or

c) by e-mail to agm@upm.com.

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.

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 Oy at
+358 10 2818 909 on weekdays 9:00-12:00 and 13:00-16:00 (EET).

1. 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 17 March 2025, 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 (EET) on 24 March 2025 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/agm2025.

1. 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/agm2025.

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
agm@upm.com, 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 authorisation service instead
of a traditional proxy document. In this case, the legal person shall authorise
the authorised representative nominated by the legal person in the suomi.fi
service at www.suomi.fi/e-authorisations by using the mandate theme
“Representation at the General Meeting”. In the pre-registration service of the
General Meeting, the authorised representative shall in connection with
registration use strong electronic authentication and thereafter the electronic
authorisation 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-authorisations and on the Company's
website at www.upm.com/agm2025.

1. 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 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
533,735,699 shares representing the same number of votes.

Helsinki, 5 February 2025

UPM-KYMMENE CORPORATION

BOARD OF DIRECTORS

UPM, Media Relations
Mon-Fri 9:00-16:00 EET
tel. +358 40 588 3284
media@upm.com

UPM
We deliver renewable and responsible solutions and innovate for a future beyond
fossils across six business areas: UPM Fibres, UPM Energy, UPM Raflatac, UPM
Specialty Papers, UPM Communication Papers and UPM Plywood. As the industry
leader in responsibility, we are committed to the UN Business Ambition for 1.5°C
and the science-based targets to mitigate climate change. We employ 15,800
people worldwide and our annual sales are approximately EUR 10.3 billion. Our
shares are listed on Nasdaq Helsinki Ltd. UPM Biofore - Beyond
fossils.www.upm.com

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