UPM Annual Report 2020

Information on shares Shares UPM has one class of shares. Each share entitles the holder to one vote at the General Meeting of UPM. On 31 December 2020, 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 2020, 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 2020, UPM shares worth a total of EUR 9,921million (9,695 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 31.50 in January and the lowest was EUR 20.31 in March.

Shareholders by category at 31 December, %

2020

2019

2018

2017

2016

Authorisations held by the Board of Directors The Annual General Meeting held on 31 March 2020 authorized the Board of Directors to decide on the repurchase of a maximum of 50,000,000 of the Company’s own shares. The authorization will be valid for 18 months from the date of the AGM resolution. The Annual General Meeting held on 31 March 2020 authorized 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 special rights. The authorization 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.

Companies

2.7 3.8 6.0 4.7

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

Financial institutions and insurance companies

Public bodies

Non-profit organisations

Households

15.6 67.1

15.2 69.1

15.0 68.7

15.1 70.5

15.3 68.8

Non-Finnish nationals

Total

100.0

100.0

100.0

100.0

100.0

Share distribution at 31 December 2020

NUMBER OF SHARE HOLDERS

NUMBER OF SHARES, MILLION

% OF SHARE HOLDERS

% OF SHARES

SIZE OF SHAREHOLDINGS

1 – 100

42,578 53,156 15,926

37.67 47.03 14.09

2.0

0.4 3.9 8.0 5.7

101 – 1,000

20.9 42.9 30.2 86.1

1,001 – 10,000 10,001 – 100,000

1,234

1.09 0.12

Changes in number of shares

100,001 –

138

16.1 34.1 65.9

Total

113,032

100.00

182.1 351.7

2020

2019

2018

2017

2016

Nominee-registered

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

Not registered as book entry units

—

0.0

Number of shares at 31 December

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 .

Major shareholders at 31 December 2020

NUMBER OF SHARES

HOLDING %

Ilmarinen Mutual Pension Insurance Company Varma Mutual Pension Insurance Company ELO Mutual Pension Insurance Company

11,181,000 8,169,340 5,311,719 3,637,531 3,003,170 2,877,070 2,200,000 2,130,070 1,732,814 1,696,360 358,272,963 133,523,662 533,735,699

2.09 1.53 1.00 0.68 0.56 0.54 0.41 0.40 0.32 0.32

The State Pension Fund OP-Suomi Investment Fund

The Society of Swedish Literature in Finland

Holding Manutas Oy Swiss National Bank

Mandatum Life Insurance Company Kymin Osakeyhtiön 100-vuotissäätiö Nominees & registered foreign owners

67.13 25.02

Others

Total

100.00

142

UPM ANNUAL REPORT 2020 UPM FINANCIAL REPORT 2020 27 143

UPM ANNUAL REPORT 2020

UPM FINANCIAL REPORT 2020 26