UPM Annual Report 2016

Accounts

In brief

Strategy

Businesses

Stakeholders

Governance

Information on shares Disclosures below form part of the Report of the Board of Directors.

Other reporting requirements Other information

sions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the finan- cial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The Board of Directors and the Managing Director are responsible for the other information. The other information comprises information included in the report of the Board of Directors and in the Annual Report, but does not include the financial statements and our auditor’s report thereon.

Changes in number of shares

2016

2015

2014

2013

2012

Our opinion on the financial statements does not cover the other information.

Number of shares 1 January

533,735,699 533,735,699 529,301,897 526,124,410 524,972,838

Options exercised

–

–

4,433,802

3,177,487

1,151,572

Number of shares at 31 December

533,735,699 533,735,699 533,735,699 529,301,897 526,124,410

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. In our opinion • the information in the report of the Board of Directors is consistent with the information in the financial statements • the report of the Board of Directors has been prepared in accor- dance with the applicable laws and regulations. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Other opinions We support the proposal that the financial statements are adopted. The proposal by the Board of Directors regarding the distribution of profits is in compliance with the Limited Liability Companies Act. We support that the members of the Board of Directors and the Managing Director of the parent company should be discharged from liability for the financial period audited by us.

Major shareholders at 31 December 2016

NUMBER OF SHARES 7,314,789 6,074,488 4,630,000 4,121,749 4,070,000 3,745,780 3,685,320 3,520,442 1,696,230 1,603,690 367,265,573 126,007,638 533,735,699

HOLDING %

IImarinen Mutual Pension Insurance Company Varma Mutual Pension Insurance Company

1.37 1.14 0.87 0.77 0.76 0.70 0.69 0.66 0.32 0.30

The State Pension Fund

The Local Government Pensions Institution ELO Mutual Pension Insurance Company The Society of Swedish Literature in Finland Mandatum Life Insurance Company Limited Kymin Osakeyhtiön 100-vuotissäätiö The Social Insurance Institution of Finland Nominees & registered foreign owners Swiss National Bank

68.81 23.61

Others

Total

100.00

Shareholders by category at 31 December, %

2016

2015

2014

2013

2012

Companies

2.2 3.1 5.8 4.8

2.3 3.4 6.0 5.0

2.8 4.3 8.0 5.3

3.2 4.1 7.8 5.7

4.3 5.4 7.9 6.2

Financial institutions and insurance companies

Public bodies

Non-profit organisations

Households

15.3 68.8

15.8 67.5

17.2 62.4

18.7 60.5

19.9 56.3

Non-Finnish nationals

Total

100.0

100.0

100.0

100.0

100.0

Share distribution at 31 December 2016

NUMBER OF SHAREHOLDERS

% OF SHAREHOLDERS

NUMBER OF SHARES, MILLION % OF SHARES

SIZE OF SHAREHOLDINGS

Helsinki 17 February 2017

1 – 100

21,516 46,256 15,432

25.45 54.72 18.25

1.2

0.2 3.6 7.9 5.4

PricewaterhouseCoopers Oy Authorised Public Accountants

101 – 1,000

19.1 42.3 28.8 82.0

1,001 – 10,000 10,001 – 100,000

1,204

1.42 0.15

100,001 –

131

15.4 32.5 67.5

Total

84,539

100.00

173.4 360.1

Merja Lindh Authorised Public Accountant (KHT)

Nominee-registered

Not registered as book entry units

0.2

0.0

Total

533.7

100.0

Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) per cent of the voting rights or the number of shares of the company. The stock exchange releases on notifications of changes in holdings pursuant to Chapter 9, Section 5 of the Securities Market Act are available in UPM website: www.upm.com/ investors.

CONTENTS

ACCOUNTS

162

163

UPM Annual Report 2016

UPM Annual Report 2016