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ACCOUNTS

UPM Annual Report 2016

UPM Annual Report 2016

162

163

In brief

Strategy

Businesses

Stakeholders

Governance

Accounts

CONTENTS

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.

Other reporting requirements

Other information

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.

Our opinion on the financial statements does not cover the other

information.

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.

Helsinki 17 February 2017

PricewaterhouseCoopers Oy

Authorised Public Accountants

Merja Lindh

Authorised Public Accountant (KHT)

Information on shares

Disclosures below form part of the Report of the Board of Directors.

2016

2015

2014

2013

2012

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

NUMBER OF

SHARES

HOLDING %

IImarinen Mutual Pension Insurance Company

7,314,789

1.37

Varma Mutual Pension Insurance Company

6,074,488

1.14

The State Pension Fund

4,630,000

0.87

The Local Government Pensions Institution

4,121,749

0.77

ELO Mutual Pension Insurance Company

4,070,000

0.76

The Society of Swedish Literature in Finland

3,745,780

0.70

Mandatum Life Insurance Company Limited

3,685,320

0.69

Swiss National Bank

3,520,442

0.66

Kymin Osakeyhtiön 100-vuotissäätiö

1,696,230

0.32

The Social Insurance Institution of Finland

1,603,690

0.30

Nominees & registered foreign owners

367,265,573

68.81

Others

126,007,638

23.61

Total

533,735,699

100.00

2016

2015

2014

2013

2012

Companies

2.2

2.3

2.8

3.2

4.3

Financial institutions and insurance companies

3.1

3.4

4.3

4.1

5.4

Public bodies

5.8

6.0

8.0

7.8

7.9

Non-profit organisations

4.8

5.0

5.3

5.7

6.2

Households

15.3

15.8

17.2

18.7

19.9

Non-Finnish nationals

68.8

67.5

62.4

60.5

56.3

Total

100.0

100.0

100.0

100.0

100.0

SIZE OF SHAREHOLDINGS

NUMBER OF

SHAREHOLDERS

% OF

SHAREHOLDERS

NUMBER OF

SHARES, MILLION % OF SHARES

1 – 100

21,516

25.45

1.2

0.2

101 – 1,000

46,256

54.72

19.1

3.6

1,001 – 10,000

15,432

18.25

42.3

7.9

10,001 – 100,000

1,204

1.42

28.8

5.4

100,001 –

131

0.15

82.0

15.4

Total

84,539

100.00

173.4

32.5

Nominee-registered

360.1

67.5

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.

Changes in number of shares

Major shareholders at 31 December 2016

Shareholders by category at 31 December, %

Share distribution at 31 December 2016