UPM Annual Report 2022

ACCOUNTS FOR 2022

UPM

BEYOND FOSSILS

BUSINESSES

RESPONSIBILITY

GOVERNANCE

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 2022, 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 2022, 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 2022, UPM shares worth a total of EUR 9,680 million (8,435 million) were traded on the Nasdaq Helsinki stock exchange. This is estimated to represent more than 60% of the total trading volume in UPM shares. The highest listing was EUR 37.14 in December and the lowest was EUR 24.85 in March.

Shareholders by category at 31 December, %

2022

2021

2020

2019

2018

Authorisations held by the Board of Directors The Annual General Meeting held on 29 March 2022 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 29 March 2022 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 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.

Companies

2.6 3.6 5.3 4.5

2.9 3.7 5.8 4.6

2.7 3.8 6.0 4.7

2.3 3.0 5.7 4.6

2.1 2.9 6.8 4.4

Financial institutions and insurance companies

Public bodies

Non-profit organisations

Households

16.0 68.1

15.8 67.2

15.6 67.1

15.2 69.1

15.0 68.7

Non-Finnish nationals

Total

100.0

100.0

100.0

100.0

100.0

Share distribution at 31 December 2022

NUMBER OF SHARE HOLDERS

NUMBER OF SHARES, MILLION

% OF SHARE HOLDERS

% OF SHARES

SIZE OF SHAREHOLDINGS

1 – 100

56,083 58,198 16,430

42.47 44.07 12.44

2.4

0.5 4.2 8.2 5.6

101 – 1,000

22.2 43.7 29.7 74.4

1,001 – 10,000 10,001 – 100,000

1,233

0.93 0.09

Changes in number of shares

100,001 –

123

13.9 32.3 67.7

Total

132,067

100.00

172.5 361.2

2022

2021

2020

2019

2018

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 2022

NUMBER OF SHARES

HOLDING %

Varma Mutual Pension Insurance Company Ilmarinen Mutual Pension Insurance Company ELO Mutual Pension Insurance Company The Society of Swedish Literature in Finland

10,065,404 8,331,000 4,148,000 2,617,070 2,600,000 2,500,000 2,060,190 1,801,493 1,750,000 1,696,360 363,421,356 132,744,826 533,735,699

1.89 1.56 0.78 0.49 0.49 0.47 0.39 0.34 0.33 0.32

The State Pension Fund Holding Manutas Oy OP-Suomi Investment fund

Mandatum Life Insurance Company

SECURITY TRADING OY

Kymin Osakeyhtiön 100-vuotissäätiö Nominees & Registered foreign owners

68.09 24.87

Others

Total

100.00

154

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UPM ANNUAL REPORT 2022

UPM ANNUAL REPORT 2022

UPM FINANCIAL REPORT 2022

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UPM FINANCIAL REPORT 2022

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