8 Non Profit Board Meeting Agenda Template

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Making a pattern of a Nonprofit Agenda Jared Lewis is a professor of background, philosophy and the humanities. He has taught a number of classes in these fields considering the fact that 2001. A former licensed financial adviser, he now works as a writer and has posted numerous articles on education and business. He holds a bachelor’s degree in history, a master’s diploma in theology and has completed doctoral work in American background. Organizational constitution of a Committee based outside Atlanta, Ga., Shala Munroe has been writing and replica modifying on the grounds that 1995. starting her career at newspapers such because the "Marietta every day Journal" and the "Atlanta enterprise Chronicle," she most currently labored in communications and management for a number of nonprofit companies before purchasing a flower shop in 2006. She earned a BA in communications from Jacksonville State institution. be aware to the annual general assembly of UPM-Kymmene service provider UPM-Kymmene enterprise inventory change free up (word to accepted meeting) 26 February 2021 at 09:00 EET observe to the annual customary assembly of UPM-Kymmene employer observe is given to the shareholders of UPM-Kymmene supplier of the Annual well-known assembly to be held on Tuesday, 30 March 2021 beginning at 14.00 (EEST) in UPM-Kymmene agency’s headquarters at Biofore house, Alvar Aallon katu 1, Helsinki, Finland. The business’s shareholders can take part and activity their shareholder rights in the Annual generic meeting simplest with the aid of balloting in strengthen and with the aid of submitting counterproposals and asking questions in develop according to the guidance given in this be aware and in any other case through the business. It isn’t viable to attend the assembly in grownup. in order to steer clear of the unfold of the Covid-19 pandemic, the Annual time-honored assembly could be held devoid of shareholders’ and their proxy representatives’ presence on the meeting venue. The Board of administrators of the company has resolved on miraculous measures for the assembly pursuant to the transient legislative act (677/2020) approved with the aid of the Finnish Parliament on 15 September 2020. here’s quintessential as a way to ensure the fitness and defense of the shareholders, personnel and other stakeholders of the business in addition to to organise the assembly in a predictable method permitting equal capability for shareholders to take part whereas additionally ensuring compliance with the current restrictions set via the authorities. For these factors, shareholders and their proxy representatives can take part within the meeting and use shareholder rights handiest with the aid of voting in increase and via submitting counterproposals and asking questions in advance. additional instructions will also be found below in this be aware in section C “guidance for the contributors of the Annual widespread meeting”. The shareholders and the public can also observe the assembly via a webcast. instructions related to the webcast can be found at upm.com/agm2021. Webcast starts on 30 March 2021 at 14.00 (EEST). It is not possible to ask questions or vote through the webcast. Following the webcast devoid of balloting in develop or issuing a proxy isn’t regarded as participation within the Annual familiar assembly. Shareholders are requested to note that the webcast will be held best if it can also be organized in compliance with all regulatory guidelines and restrictions imposed by way of the Finnish authorities due to the Covid-19 pandemic. Story continues A. concerns on the agenda of the Annual accepted assembly 1. Opening of the meeting 2. Calling the assembly to order Johan Aalto, legal professional-at-law, will act because the Chair of the Annual general meeting. If Johan Aalto is not capable of act as Chair due to a weighty intent, the Board of directors will nominate an individual it deems most relevant to behave as Chair. three. Election of person to scrutinise the minutes and to supervise the counting of votes Henrik Hautamäki, legal professional-at-legislations, will act because the person to scrutinise the minutes and supervise the counting of votes. If Henrik Hautamäki is unable to behave as the person to scrutinise the minutes and supervise the counting of the votes because of a weighty cause, the Board of directors will nominate someone it deems most proper to act as a person to scrutinise the minutes and supervise the counting of votes. four. Recording the legality of the meeting 5. Recording the attendance on the assembly and adoption of the checklist of votes The shareholders who’ve voted in increase in keeping with the guidelines of this word and who’ve the correct to attend the meeting pursuant to Chapter 5, Sections 6 and 6a of the Finnish restrained liability companies Act will be recorded to have attended the assembly. The list of votes might be adopted in keeping with the assistance offered by way of Euroclear Finland Oy. 6. Presentation of the economic Statements, the report of the Board of administrators and the Auditor’s record for the 12 months 2020 since the Annual widely wide-spread meeting may only be attended via improve balloting, the monetary Statements, the Board of administrators’ document and the Auditor’s report, posted with the aid of the company on 2 March 2021, are regarded to had been introduced to the Annual well-known assembly. The economic Statements, the Board of administrators’ document and the Auditor’s report are available on the company’s web page at upm.com/agm2021 as of the abovementioned date. 7. Adoption of the economic Statements 8. resolution on using the income proven on the steadiness sheet and the fee of dividend The Board of directors proposes that a dividend of EUR 1.30 per share be paid in line with the balance sheet to be adopted for the fiscal 12 months ending 31 December 2020. The dividend might be paid to a shareholder who’s registered in the enterprise’s shareholders’ register held by using Euroclear Finland Oy on the dividend checklist date 1 April 2021. The Board of directors proposes that the dividend be paid on 12 April 2021. 9. decision on the discharge of the members of the Board of administrators and the President and CEO from legal responsibility 10. Adoption of the Remuneration document The Board of administrators proposes that the Annual common assembly adopts the Remuneration record for the 12 months 2020. when you consider that the Annual prevalent meeting might also only be attended through strengthen vote casting, the Remuneration file for the 12 months 2020, which should be published by a stock alternate unlock on 2 March 2021 and should be attainable on the company’s web page at www.upm.com/agm2021 as of two March 2021, is regarded to had been offered to the Annual conventional meeting. 11. decision on the remuneration of the members of the Board of administrators The Board of administrators’ Nomination and Governance Committee proposes that the remuneration of the contributors of the Board of directors be raised, as it has remained unchanged since 2017 and that the Chair of the Board of administrators be paid an annual base price of EUR 195,000 (up to now EUR a hundred ninety,000), Deputy Chair of the Board EUR 140,000 (up to now EUR a hundred thirty five,000) and different individuals of the Board EUR one hundred fifteen,000 (in the past EUR one hundred ten,000). The Nomination and Governance Committee additional proposes that the annual committee fees stay unchanged and that the participants of the Board of directors’ committees be paid annual expenses as follows: Audit Committee: Chair EUR 35,000 and members EUR 15,000 Remuneration Committee: Chair EUR 20,000 and individuals EUR 10,000 Nomination and Governance Committee: Chair EUR 20,000 and members EUR 10,000. The annual base price is proposed to be paid in enterprise shares and cash in order that approximately 40% will be payable within the company shares to be bought on the Board members’ behalf, and the leisure in money. The enterprise can pay any costs and transfer tax regarding the buy of the company shares. Shares for this reason bought may additionally now not be transferred inside two years from the buy date or until the director’s membership within the Board has ended, whichever happens first. The annual committee charges are proposed to be paid in money. If the time period of a member of the Board of directors terminates before the Annual normal meeting of 2022, the Board has a appropriate to decide upon expertise reclaim of the annual expenses because it deems acceptable. furthermore, the Board of administrators’ Nomination and Governance Committee proposes that travel and lodging expenses incurred from conferences held somewhere else than in a director’s area of residence could be paid against bill. 12. decision on the variety of members of the Board of directors The Board of administrators’ Nomination and Governance Committee proposes that the variety of contributors of the Board of administrators be resolved to be nine (9) instead of current ten (10). 13. Election of contributors of the Board of directors The Board of directors’ Nomination and Governance Committee proposes that here incumbent administrators be re-elected to the Board: Berndt Brunow, Henrik Ehrnrooth, Emma FitzGerald, Piia-Noora Kauppi, Marjan Oudeman, Martin à Porta, Kim Wahl and Björn Wahlroos. The Nomination and Governance Committee further proposes that Jari Gustafsson be elected as a brand new director to the Board. The administrators might be elected for a one-year time period and their term of workplace will end upon closure of the next Annual common assembly. All director nominees have given their consent to the election. Ari Puheloinen and Veli-Matti Reinikkala have announced that they don’t seem to be accessible for re-election. the new director nominee Jari Gustafsson (born 1958) is a Finnish citizen and holds a grasp’s diploma in Political Science from the tuition of Helsinki. Gustafsson has been the Ambassador of Finland to Greece and Albania due to the fact 2020. prior to now he has labored because the everlasting Secretary of the Ministry of economic Affairs and Employment, Finland, because the Ambassador of Finland to people’s Republic of China and Mongolia and as the Ambassador of Finland to Japan. He has additionally been a Board Member at European bank for Reconstruction and construction, EBRD, UK and the Deputy Director widely wide-spread, Ministry for overseas Affairs of Finland, branch for exterior financial relations. The Board of administrators has assessed the director nominees’ independence according to the Finnish corporate Governance Code’s independence criteria and different elements and situations to be taken under consideration in the ordinary comparison from each the standpoint of the company and the nominees. The Board has also taken into consideration counsel offered by using the nominees. according to the assessment carried out by means of the Board, all director nominees are independent of the enterprise’s massive shareholders as not one of the business shareholders holds 10 p.c or extra of the company’s shares or votes connected thereto. in addition, according to the Board’s director-certain ordinary evaluation, all director nominees are non-govt and independent of the company together with Berndt Brunow and Björn Wahlroos, besides the fact that children they’ve been, if re-elected, non-govt administrators for 10 consecutive years or extra. in response to the Board’s average assessment of these director nominees’ independence, their independence isn’t compromised as a result of their long provider historical past, and no different elements or situations have been identified that could impair their independence. The biographical particulars of all director nominees can be found at upm.com/agm2021. 14. decision on the remuneration of the auditor based on the proposal prepared by way of the Audit Committee, the Board of administrators proposes that the remuneration of the company’s auditor be paid against invoices accredited by means of the Board of administrators’ Audit Committee. 15. Election of the auditor according to the suggestion prepared by way of the Audit Committee, the Board of administrators proposes that PricewaterhouseCoopers Oy, a company of authorized public accountants, be re-elected because the company’s auditor for a time period that allows you to continue except the conclusion of the next Annual well-known assembly. PricewaterhouseCoopers Oy has notified the company that permitted Public Accountant (KHT) Mikko Nieminen would continue because the lead audit associate. Mikko Nieminen has held this position on account that 4 April 2019. sixteen. Authorising the Board of administrators to select the issuance of shares and particular rights entitling to shares The Board of directors proposes that the Board be accredited to choose the issuance of new shares, switch of treasury shares and issuance of particular rights entitling to shares as follows: The combination highest variety of new shares that may well be issued and treasury shares that may well be transferred is 25,000,000 including also the number of shares that can also be acquired on the groundwork of the particular rights stated in Chapter 10, area 1 of the Finnish restrained legal responsibility corporations Act. The proposed optimum variety of shares corresponds to about 4.7 per cent of the business’s registered variety of shares at the time of the thought. the new shares and the special rights entitling to shares may well be issued and the treasury shares transferred to the company’s shareholders in percentage to their latest shareholdings in the business, or in a directed share subject, deviating from the shareholder’s pre-emptive subscription correct, if there’s a weighty economic cause of doing so from the enterprise’s element of view, such as using the shares as a consideration in capabilities mergers or acquisitions, to finance investments or different business-linked transactions, to advance the business’s capital constitution, or as a part of the business’s incentive plans. The Board of directors may also also decide upon a share subject without fee to the enterprise itself. additionally, the Board can also make a decision to subject particular rights stated in Chapter 10, section 1 of the Finnish restricted liability companies Act, which lift the correct to acquire, against payment, new shares in the business 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 well be issued and the treasury shares transferred either in opposition t price or devoid of payment. The directed share problem could be without price handiest if there is an specially weighty fiscal explanation for doing so from the business’s aspect of view and taking the interests of the enterprise’s all shareholders into consideration. The subscription fee of the brand new shares and the quantity payable for the treasury shares might be recorded within the reserve for invested non-restrained fairness. The Board shall select all other concerns concerning the issuances and transfers of shares and particular rights entitling to shares. The authorisation will be valid for 18 months from the date of the decision of the Annual everyday meeting. If this authorisation is granted, it is going to revoke the authorisation to select the issuance of shares and special rights entitling to shares which became granted to the Board of administrators by using the Annual prevalent meeting on 31 March 2020. 17. Authorising the Board of administrators to pick out the repurchase of the enterprise’s personal shares The Board of administrators proposes that the Board be permitted to select the repurchase of the enterprise’s personal shares as follows: via advantage of the authorisation, the Board might also come to a decision to repurchase a highest of fifty,000,000 of the business’s personal shares. The proposed optimum number of shares corresponds to approximately 9.4 per cent of the enterprise’s registered number of shares on the time of the concept. The authorisation comprises additionally the right to accept the enterprise’s personal shares as a pledge. The enterprise’s personal shares might be repurchased in public trading in any other case than in share to the existing shareholdings of the business’s shareholders on the market expense quoted on the time of purchase on the trading places where the company’s shares or certificates entitling to its shares are traded, the use of the business’s non-restrained shareholders’ fairness. The buy fee for the shares might be paid according to the applicable suggestions of the trading locations the place the shares had been repurchased. The shares should be repurchased for use as a consideration in competencies mergers or acquisitions, to finance investments or other business-connected transactions, to develop the business’s capital constitution, or as part of the business’s incentive plans, or to be retained by way of the company as treasury shares, transferred or cancelled. The Board shall pick out all other matters concerning the repurchase of the business’s personal shares. The authorisation will be valid for 18 months from the date of the resolution of the Annual frequent assembly. If this authorisation is granted, it is going to revoke the repurchase authorisation granted to the Board of directors by means of the Annual typical assembly on 31 March 2020. 18. Authorising the Board of directors to choose charitable contributions The Board of administrators proposes that the Board be accredited to decide upon contributions no longer exceeding a total of EUR 500,000 for charitable or corresponding purposes and that the Board be approved to select the recipients, applications and other phrases and stipulations of the contributions. Contributions would be essentially granted beneath the business’s Biofore Share and Care programme whose focal point areas are analyzing and learning, enticing with communities, liable water use and bioinnovations. The authorisation is proposed to be valid until the next Annual common assembly. 19. Closing of the assembly B. documents of the Annual regular meeting The proposals for the resolutions on the matters on the agenda of the Annual widely wide-spread assembly as well as this observe, can be found on UPM-Kymmene enterprise’s web page at upm.com/agm2021. The Annual record of UPM-Kymmene organisation, including the business’s monetary Statements, the record of the Board of administrators and the Auditor’s file, as neatly because the Remuneration report for the year 2020 could be available on the above-mentioned website as of two March 2021. Copies of those files and of this observe should be sent to shareholders upon request. The minutes of the Annual accepted meeting will be purchasable on the above-outlined web site as of 13 April 2021 at the newest. C. directions for the contributors of the Annual accepted assembly to be able to stay away from the unfold of the Covid-19 pandemic, the meeting might be organised so that the shareholders and their proxy representatives don’t seem to be allowed to be existing on the meeting venue in person. this is crucial especially so as to be certain the fitness and security of the business’s shareholders, personnel and different stakeholders and compliance with the relevant restrictions set by the authorities. Shareholders and their proxy representatives can not participate within the meeting via precise-time telecommunications, but shareholders and the general public can also observe webcast from the assembly. The enterprise’s shareholders and their proxy representatives can take part within the meeting and use shareholder rights simplest by means of vote casting in advance and by way of submitting counterproposals and asking questions in strengthen. 1. Shareholders registered in the shareholders’ register each shareholder, who’s registered on 18 March 2021 within the shareholders’ register of the company maintained with the aid of Euroclear Finland Oy, has the correct to participate within the Annual widely wide-spread assembly by using balloting in advance and by submitting counterproposals and asking questions in develop.A shareholder, whose shares are registered on his/her very own Finnish publication-entry account, is registered within the shareholders’ register of the business. 2. Registration and increase vote casting provider The registration period and strengthen balloting duration will begin on 5 March 2021 at 9:00 (EET), when the closing date for providing counterproposals to be put to a vote has expired. A shareholder, who’s registered within the company’s shareholders’ register and who wishes to participate in the Annual popular assembly by means of vote casting in boost, ought to register for the Annual regular assembly through giving a prior word of participation and by supplying his/her votes in improve. both the note of participation and votes need to be got by the business via no later than on Tuesday 23 March 2021 at 16:00 (EET). In reference to the registration, requested suggestions such as the name, own identification quantity, handle and cellphone number of the shareholder have to be notified. If one other representative than the proxy representative nominated through the enterprise is used, the requested tips such because the name and private identification number need to be notified also concerning such proxy consultant. The very own information given through the shareholders or the representatives to Euroclear Finland Oy, the enterprise or the proxy representative nominated by using the business can be used simplest in reference to the Annual customary assembly and with the processing of connected registrations. For additional assistance on how UPM-Kymmene service provider approaches own information concerning the Annual time-honored assembly is obtainable at upm.com/agm2021/privacy-commentary. Shareholders with a Finnish publication-entry account can register and vote in improve on definite matters on the agenda all over the duration 5 March 2021 at 9:00 (EET) – 23 March 2021 at sixteen:00 (EET) in the following manners: a) on the company’s site upm.com/agm2021 Registration requires powerful electronic authentication of the shareholder (corresponding to Finnish banking id). Shareholders which are prison men and women have to notify their publication-entry account quantity and other required tips upon registration. b) with the aid of commonplace mail or e-mailA shareholder can also carry an boost vote casting kind obtainable on the enterprise’s web page upm.com/agm2021 to Euroclear Finland Oy by using average mail to Euroclear Finland Oy, AGM/UPM, P.O. container 1110, FI-00101 Helsinki, Finland or by e mail to yhtiokokous@euroclear.eu. The achieved improve voting form must be bought via Euroclear Finland Oy by using no later than on Tuesday 23 March 2021 at 16:00 (EET). The strengthen voting kind could be accessible on the business’s web site no later than on 5 March 2021. A representative of the shareholder ought to in reference to supplying the vote casting form produce a dated proxy document or in any other case in a professional manner display his/her right to symbolize the shareholder on the Annual usual assembly. If a shareholder participates within the Annual regularly occurring meeting by using supplying votes in improve to Euroclear Finland Oy, the birth of the votes earlier than the conclusion of the registration and boost vote casting period shall constitute due registration for the Annual regularly occurring meeting, on condition that all information required for registration and develop vote casting is duly offered. The terms and different guidance about the electronic voting can be found on the business’s web site upm.com/agm2021. 3. Proxy representatives and powers of lawyer A shareholder may participate in the Annual well-known meeting through a proxy representative. A proxy representative of a shareholder should additionally vote in enhance in the manner described during this notice. A shareholder additionally has the possibility, if he/she so needs, to use the business’s proxy authorisation service and authorise the independent proxy representative nominated by the enterprise, Henrik Hautamäki, legal professional-at-legislations, or an individual designated through him to represent the shareholder and recreation on his/her behalf the correct to vote throughout the boost vote casting manner in line with the voting instructions given by the shareholder. The contact assistance of the impartial proxy consultant: Henrik Hautamäki, lawyer-at-legislation, Hannes Snellman Attorneys Ltd, Eteläesplanadi 20, FI-00130 Helsinki, Finland, e mail: UPMAGM2021@hannessnellman.com. When authorising the impartial proxy consultant, the shareholder need to bring to him a dated proxy document in addition to voting guidance no later than on 22 March 2021, by which time the documents have to be acquired through the proxy representative. A template for the proxy doc and vote casting guidance should be accessible on the enterprise’s web page upm.com/agm2021 by means of no later than 5 March 2021 once the time limit for providing counterproposals to be put to a vote has expired. A proxy representative shall produce a dated proxy doc or in any other case in a authentic method reveal his/her right to signify the shareholder at the Annual established assembly. If a shareholder participates in the Annual established meeting by potential of a couple of proxy representatives representing the shareholder with shares in distinctive securities debts, the shares in appreciate of which every proxy representative represents the shareholder shall be recognized in connection with the registration for the Annual accepted assembly. birth of a proxy doc and votes in increase to Euroclear Finland Oy earlier than the expiration of the duration for the notice of participation constitutes due registration for the Annual popular meeting if the tips required for registering for the meeting set out in C.2. above is blanketed within the files. four. Holders of nominee registered shares A holder of nominee registered shares has the appropriate to take part in the Annual general assembly with the aid of advantage of such shares, according to which he/she on the checklist date of the Annual well-known assembly, i.e. on 18 March 2021, could be entitled to be registered within the shareholders’ register of the business held by way of Euroclear Finland Oy. The appropriate to take part in the Annual generic meeting requires, furthermore, that the shareholder on the foundation of such shares has been quickly preregistered in the shareholders’ register held by way of Euroclear Finland Oy via 10.00 (EET) on 25 March 2021 on the newest. As regards nominee registered shares, this constitutes a due registration for the Annual regularly occurring meeting. A holder of nominee registered shares is recommended to request promptly indispensable guidance concerning the brief registration in the shareholders’ register of the enterprise, the issuing of proxy files and preregistration for the Annual established assembly from his/her custodian bank. The account administration corporation of the custodian bank has to register a holder of nominee registered shares, who needs to take part in the Annual time-honored assembly, briefly within the shareholders’ register of the business by the time cited above on the newest. moreover, the account management service provider of the custodian bank should see to the vote casting in enhance on behalf of a holder of nominee-registered shares in the registration period applicable to nominee-registered shares. additional assistance on these concerns can also be discovered on the enterprise’s website upm.com/agm2021. 5. different tips Shareholders who hold at least a hundredth of the entire shares within the company have a right to make a counterproposal on the agenda objects, to be positioned for a vote. Such counterproposals are required to be despatched to the company by way of email to ir@upm.com no later than via four March 2021 at 10.00 (EET). In reference to making a counterproposal, shareholders are required to supply satisfactory evidence of shareholding. The counterproposal should be placed for a vote subject to the shareholder having the correct to participate in the Annual well-known assembly and that the shareholder holds at the least one hundredth of all shares within the enterprise on the list date of the Annual universal meeting. should the counterproposal now not be placed for a vote on the assembly, the votes in favour of the suggestion aren’t taken into consideration. The company will on 5 March 2021 post on its site upm.com/agm2021 the counterproposals, if any, that may be voted on. A shareholder has the right to ask questions pointed out in Chapter 5, section 25 of the Finnish restricted legal responsibility corporations Act with recognize to the concerns to be regarded on the assembly. Such questions need to be sent by electronic mail to ir@upm.com no later than 16 March 2021 at 16:00 (EET). As a prerequisite for proposing questions, a shareholder should present enough evidence to the enterprise of his/her shareholdings. Such questions from shareholders, the enterprise’s management’s answers to them, and any counterproposals that have not been positioned for a vote are available on the company’s web site upm.com/agm2021 on 19 March 2021. In reference to asking questions and making counterproposals, shareholders are required to deliver adequate evidence of shareholding. suggestions on the time-honored assembly required with the aid of the Finnish limited liability organizations Act and the Finnish Securities Markets Act is available at upm.com/agm2021. alterations in the variety of shares held after the record date of the Annual standard meeting shall no longer have an effect on the appropriate to take part the meeting nor on the number of votes held by using a shareholder in the meeting. On the date of this word of the Annual well-known meeting, the enterprise has 533,735,699 shares representing the same number of votes. UPM-Kymmene CorporationBoard of directors UPM, Media family members Mon-Fri 9:00-16:00 EETtel. +358 forty 588 3284 media@upm.com UPMWe convey renewable and dependable options and innovate for a future past fossils throughout six business areas: UPM Biorefining, UPM energy, UPM Raflatac, UPM uniqueness Papers, UPM conversation Papers and UPM Plywood. because the industry chief in responsibility we’re committed to the UN company Ambition for 1.5°C and the science-based mostly pursuits to mitigate local weather alternate. We make use of 18,000 people international and our annual earnings are about EUR 8.6 billion. Our shares are listed on Nasdaq Helsinki Ltd. UPM Biofore – beyond fossils. www.upm.com observe UPM on Twitter | LinkedIn | fb | YouTube | Instagram | #UPM #biofore #beyondfossils.

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