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UPM Kymmene, April 04th 2019

In general, UPM Kymmene ("UPM") is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 14, the audit commitee proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. ECGS notes that the current auditor has been in office for 23 years, which exceeds its guidelines. In line with EU regulation, ECGS recommends a term of maximum 20 years (10 + 10 years, if a tender is undertaken). In view of the above, ECGS recommends to vote OPPOSE.

Under ITEM 15, the board of directors seeks authority to issue shares. The authorisation will remain in effect for 3 years and the board shall be entitled to waive shareholders' pre-emptive rights. In aggregate, the authority requested is limited to 4.69% of the Company's share capital and as such would meet ECGS' guidelines. However, ECGS notes that the authorisation includes the possibility to issue shares to the Company itself without consideration. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently unclear what these future conditions will be, ECGS does not consider this proposal in the best interest of all shareholders and therefore recommends to vote OPPOSE.

The are no further peculiarities.

UPM-Kymmene Oyj

UPM-Kymmene is a global paper and forest products group, mainly engaged in the production of paper, with an emphasis on the manufacture and sale of printing and writing papers. Co.'s operations comprise of these segments: UPM Biorefining, UPM Energy, UPM Raflatac, UPM Paper Asia, UPM Paper ENA, UPM Plywood and Other. UPM Biocomposites, UPM Biochemicals business units and Group services are reported in Other operations. Co.'s activities are centred in European Union countries, North and South America and Asia with production plants in 13 countries.


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