UPM Annual Report 2018

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UPM AT A GLANCE

STRATEGY

BUSINESSES

SOCIETY AND ENVIRONMENT

GOVERNANCE AND COMPLIANCE

REPORT OF THE BOARD OF DIRECTORS

FINANCIAL STATEMENTS

AUDITOR’S REPORT

OTHER FINANCIAL INFORMATION

Information on shares

Authorisations held by the Board of Directors The Annual General Meeting authorised the Board of Directors to decide on the repurchase of a maximum of 50,000,000 of the Company’s own shares. The authorisation will be valid for 18 months from the date of the AGM resolution. The Annual General Meeting approved amendments to articles 2, 8 and 10 of the Articles of Association and resolved to remove the article 12 (Obligation to redeem shares in different voting right situations) from the Articles of Association. Article 2 was amended to reflect the Company’s businesses more closely, Article 8 to correspond to the statutory responsibility for the auditor oversight and Article 10 to the effect that the entire notice of the Annual General Meeting will be published only on the corporate website. Article 12 was removed from the Articles of Association as obsolete and difficult to apply in practice. The Annual General Meeting held on 7 April 2016 authorised the Board of Directors to decide on the issuance of new shares, transfer of treasury shares and issuance of special rights entitling to shares in proportion to the shareholders’ existing holdings in the company, or in a directed share issue, deviating from the share holders’ pre-emptive subscription rights. The Board of Directors may also decide on a share issue without payment to the company itself. 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. The authorisation will be valid for three years from the date of the AGM resolution. Aside from the above, the Board of Directors has no current authorisation to issue shares, convertible bonds or share options.

Major shareholders at 31 December 2018

UPM has one class of shares. Each share entitles the holder to one vote at the Annual General Meeting of UPM. On 31 December 2018, the total number of UPM shares was 533,735,699. Through the issuance authorisation described below, the number of shares may increase to a maximum of 558,735,699. On 31 December 2018, UPM held 411,653 treasury shares, representing approximately 0.08% of the total number of UPM shares and voting rights. There are no specific terms related to the shares. In 2018, UPM shares worth a total of EUR 9,980 million (8,460 million) were traded on the NASDAQ Helsinki stock exchange. This is estimated to represent approximately two thirds of all trading volumes in UPM shares. The highest listing was EUR 34.70 in September and the lowest was EUR 21.69 in December. The company’s ADSs are traded on the US over-the-counter (OTC) market under a Level 1-sponsored American Depositary Receipt programme.

NUMBER OF

SHARES HOLDING %

Varma Mutual Pension Insurance Company IImarinen Mutual Pension Insurance Company

13,242,374 9,043,000 3,800,000 3,766,000 3,429,278 3,369,331 2,703,224 2,415,522 1,957,261 1,923,797 366,767,836 121,318,076 533,735,699

2.48 1.69 0.71 0.71 0.64 0.63 0.51 0.45 0.37 0.36

The State Pension Fund

ELO Mutual Pension Insurance Company

Keva

Skagen Global Verdipapirfond

The Society of Swedish Literature in Finland

Swiss National Bank Nordea Bank ABP

OP-Suomi Investment fund

Nominees & registered foreign owners

68.72 22.73

Others

Total

100.00

Shareholders by category at 31 December, %

2018

2017

2016

2015

2014

Companies

2.1 2.9 6.8 4.4

2.1 2.4 5.1 4.8

2.2 3.1 5.8 4.8

2.3 3.4 6.0 5.0

2.8 4.3 8.0 5.3

Financial institutions and insurance companies

Public bodies

Non-profit organisations

Households

15.0 68.7

15.1 70.5

15.3 68.8

15.8 67.5

17.2 62.4

Non-Finnish nationals

Total

100.0

Changes in number of shares

Share distribution at 31 December 2018

NUMBER OF SHARES,

2018

2017

2016

2015

2014

NUMBER OF SHAREHOLDERS

% OF SHAREHOLDERS

Number of shares 1 January

533,735,699 533,735,699 533,735,699 533,735,699 529,301,897

SIZE OF SHAREHOLDINGS

MILLION % OF SHARES

Options exercised

–

– 4,433,802

1 – 100

28,576 48,370 15,315

30.53 51.68 16.36

1.5

0.3 3.7 7.8 5.6

Number of shares at 31 December

533,735,699 533,735,699 533,735,699 533,735,699 533,735,699

101 – 1,000

19.5 41.4 29.8 85.0

1,001 – 10,000 10,001 – 100,000

1,205

1.29 0.13

100,001 –

121

15.9 33.2 66.8

Total

93,587

100.00

177.2 356.6

Nominee-registered

Not registered as book entry units

–

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 upm.com/investors.