UPM Annual Report 2019

Information on shares

Shareholders by category at 31 December, %

2019

2018

2017

2016

2015

Companies

2.3 3.0 5.7 4.6

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

Financial institutions and insurance companies

Public bodies

Shares

Authorisations held by the Board of Directors The Annual General Meeting held on 4 April 2019 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 held on 4 April 2019 authorised the Board of Directors to decide on the issuance of new shares, the transfer of treasury shares and the 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 shareholder’s pre-emptive subscription right. 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 the number of shares that can be received on the basis of the special rights. The authorisation will be valid for 18 months 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.

Non-profit organisations

Households

15.2 69.1

15.0 68.7

15.1 70.5

15.3 68.8

15.8 67.5

UPM has one class of shares. Each share entitles the holder to one vote at the General Meeting of UPM. On 31 December 2019, 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 2019, 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 2019, UPM shares worth a total of EUR 9,695 million (9,980 million) were traded on the NASDAQ Helsinki stock exchange. This is estimated to represent more than 50% of all trading volume in UPM shares. The highest listing was EUR 31.49 in December and the lowest was EUR 21.10 in July. In the beginning of the year the company’s ADSs were traded on the US over-the-counter (OTC) market under a Level 1-sponsored American Depositary Receipt programme. This American Depositary Receipt programme terminated on 30 August 2019.

Non-Finnish nationals

100.0

100.0

100.0

100.0

100.0

Total

Share distribution at 31 December 2019

NUMBER OF SHARES,

NUMBER OF SHARES

% OF SHAREHOLDERS

SIZE OF SHAREHOLDINGS

MILLION % OF SHARES

1 – 100

33,641 50,267 15,479

33.40 49.90 15.37

1.7

0.3 3.7 7.8 5.6

101 – 1,000

20.0 41.8 30.1 76.5 170.1 363.6

1,001 – 10,000 10,001 – 100,000

1,222

1.21 0.13

100,001 –

127

14.3 31.9 68.1

100,736

100.00

Total

Nominee-registered

Not registered as book entry units

—

0.0

533.7

100.0

Total

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 .

Changes in number of shares

2019

2018

2017

2016

2015

Number of shares 1 January

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

Number of shares at 31 December

Major shareholders at 31 December 2019

NUMBER OF SHARES 10,085,370 8,715,000 3,660,262 3,500,000 2,877,070 2,439,163 1,696,360 1,603,717 1,603,690 1,533,747 368,905,523 127,115,797 533,735,699

HOLDING %

Varma Mutual Pension Insurance Company IImarinen Mutual Pension Insurance Company ELO Mutual Pension Insurance Company

1.89 1.63 0.69 0.66 0.54 0.46 0.32 0.30 0.30 0.29 69.12 23.82

The State Pension Fund

The Society of Swedish Literature in Finland

Swiss National Bank

Kymin Osakeyhtiön 100-vuotissäätiö Mandatum Life Insurance Company

The Social Insurance Institution of Finland / Pension Liability Fund

OP-Suomi Investment Fund

Nominees & registered foreign owners

Others

100.00

Total

140

141

UPM ANNUAL REPORT 2019

UPM ANNUAL REPORT 2019

CONTENTS

ACCOUNTS

REPORT OF THE BOARD OF DIRECTORS

REPORT OF THE BOARD OF DIRECTORS