Resolutions by Uponor Corporation's Annual General Meeting
Uponor Corporation's Annual General Meeting approved the proposed dividend of
EUR 1.40 per share for 2006. Jari Paasikivi, President and CEO of Oras Ltd, was
elected as a new member of the Board and the number of Board members was
increased to six. The AGM approved all Board proposals, including the renewal
of the authorisation to buy back own shares and changes to the Articles of
Association.
The AGM adopted the financial statements of Uponor Corporation and the Uponor
Group for 2006 and released the Board members and the Managing Director from
liability.
The Chairman of the Board, Pekka Paasikivi, opened the meeting, pointing out
that even if the Board was seeking an authorisation for the buy back of the
company's own shares, it would not consider initiating share buy back at this
stage, since it was confident that the targeted capital structure and average
gearing of 30-70 would be achieved through the distribution of dividends.
Paasikivi said that the Board's proposition on dividends was based on the
dividend distribution policy published in November according to which a basic
dividend of EUR 1.15 per share was proposed. In order to achieve a capital
structure meeting the company's long-term financial goals published in the same
connection, the Board proposed an extra dividend of EUR 0.25.
The proposed dividend of EUR 1.40 per share for 2006 was approved. With a
record date of 20 March 2007, the dividend will be paid out on 27 March 2007.
Held in Helsinki, Finland, the AGM was chaired by Pekka Merilampi,
Attorney-at-Law.
Election of Directors and the Auditor
The number of Board members was increased to six, with Jorma Eloranta, Pekka
Paasikivi, Aimo Rajahalme, Anne-Christine Silfverstolpe Nordin and Rainer S.
Simon being re-elected to the Board. Mr Jari Paasikivi was elected as a new
member. The term of office of Board members lasts until the end of the next
Annual General Meeting.
At its organising meeting following the AGM, the Board of Directors elected
Pekka Paasikivi Chairman and Aimo Rajahalme Deputy Chairman.
KPMG Oy Ab, a corporation of authorised public accountants accredited by the
Central Chamber of Commerce of Finland, will continue as the corporation's
auditor. KMPG Oy Ab has confirmed that Sixten Nyman will act as the principal
auditor.
Board remuneration
No changes were made to Board remuneration, and the following annual fees
remain valid: 65,000 euros for the Chairman, 45,000 euros for the Vice
Chairman, and 40,000 euros for Board members.
Proposals by the Board of Directors
The AGM authorised the Board to resolve to buy back no more than 3,500,000 own
shares, representing in total approximately 4.8 per cent of the total number of
the shares of the corporation, using distributable earnings from unrestricted
equity. The authorisation is valid for one year from the date of the AGM.
Shares will be bought back, upon the decision of the Board, otherwise than in
proportion to the existing shareholdings of the corporation's shareholders, in
public trading on the Helsinki Stock Exchange at the market price quoted at the
time of the buyback, as provided by the regulations on the public trading of
shares.
The corporation will buy back its own shares to use them as consideration in
connection with any company acquisitions and other industrial restructuring, to
develop the capital structure of the corporation, to finance investments, to
dispose of the shares in some other way or to cancel them. The share buyback
will reduce the corporation's unrestricted equity.
The AGM approved an amendment to the Articles of Association
based on the new Finnish Companies Act effective as of 1 September 2006 as
follows:
Article 3
The title was changed to “Book-entry securities system” and references to
minimum capital, authorised capital and nominal value were removed. A reference
according to which each share entitles its holder to one (1) vote at the
general meeting of shareholders was removed. It is also stated that the
company's shares are included in the book-entry securities system. The other
parts of the article were removed.
Article 6
The provision regarding the right to represent the company was amended to
comply with the terminology of the new Finnish Companies
Act.
Article 10
The provisions regarding the agenda of the annual general meeting were amended
to correspond with the new Finnish Companies Act.
For additional information, please contact:
Pekka Holopainen, General Counsel, Tel +358 (0)20 129 2835
Uponor Corporation
Communications
Tel. +358(0)20 129 2854
ANNEX:
Articles of Association of Uponor Corporation as resolved by AGM 2007
DISTRIBUTION
Helsinki Stock Exchange
Media
www.uponor.com