The Articles of Association of UPM-Kymmene Corporation were originally approved in the general meetings of the merging companies Repola Oy and Kymmene Oy in 1995. The Articles of Association can only be amended by the shareholders’ decision at the general meeting. Such decision was last taken in the 2022 Annual General Meeting. These Articles of Association are valid as of 8 April 2022.
§1 Business name and domicile of the Company
The name of the Company is UPM-Kymmene Oyj, in English UPM-Kymmene Corporation, and its domicile is Helsinki.
§2 Field of activity
The Company’s field of activity is directly, or through its subsidiaries or affiliated companies, to engage in forestry and forest, packaging, chemical and energy industries, to provide related services and to engage in other related business activities, to own, possess and trade in real estate, commodities, shares and other securities and to engage in other investment activities.
§3 Shares
The Company’s shares are included in the book-entry system for securities.
§4 Board of Directors
The Company has a Board of Directors, which is responsible for the Company’s administration and operational organisation in an appropriate manner.
The Board of Directors consists of no fewer than five (5) and no more than twelve (12) members. The Board of Directors shall elect the Chairman and one Deputy Chairman from among its members.
The term of office of a board member shall begin at the end of the General Meeting at which he or she is elected and end at the end of the Annual General Meeting following the election.
The Board of Directors constitutes a quorum when more than half of its members are present and one of them is the Chairman or the Deputy Chairman.
The Board of Directors may set up special committees, the charters of which shall be approved by the Board.
§5 President and Chief Executive Officer (CEO)
The President and CEO is responsible for the routine administration of the Company in accordance with the instructions and orders issued by the Board of Directors.
§6 Right of representation
The Chairman of the Board of Directors and the President and CEO, each alone, and two members of the Board of Directors together have the right to represent the Company.
The Board of Directors may grant the right to represent the Company to a named person.
§7 Financial period
The Company’s financial period is the calendar year.
§8 Auditor
The Company shall have one (1) Auditor, which shall be an auditing firm approved by the Finnish Patent and Registration Office.
The term of office of the Auditor shall be a financial period.
§9 Registration for a general meeting of shareholders
To be eligible to participate in a General Meeting of Shareholders, a shareholder shall register with the Company within the period specified in the notice of the meeting, which can be no earlier than ten (10) days prior to the meeting.
§10 Notice of the General Meeting of Shareholders
The notice of the General Meeting of Shareholders shall be published on the Company’s website no earlier than three (3) months prior to the closing date referred to in §9 and no later than three (3) weeks prior to the General Meeting of Shareholders, but in any case at the latest nine (9) days before the record date referred to in the Finnish Limited Liability Companies Act.
§11 Annual General Meeting
The Annual General Meeting shall be held within six (6) months of the end of the financial period.
The Annual General Meeting shall be presented with
1) the Financial Statements and the Report of the Board of Directors,
2) the Auditor's Report,
decide on
3) the adoption of the Financial Statements,
4) the use of the profit shown on the adopted balance sheet,
5) the release from liability of the members of the Board of Directors and the President and CEO,
6) adoption of the Remuneration Policy, when necessary,
7) adoption of the Remuneration Report,
8) the remuneration of the Board of Directors and the Auditor,
9) the number of members of the Board of Directors,
elect
10) the members of the Board of Directors,
11) the Auditor, and
deal with
12) any other matters mentioned in the notice of the meeting.
