Notice of Annual General Meeting of Uponor Corporation
The shareholders of Uponor Corporation are hereby summoned to the Annual General
Meeting to be held on Thursday, 13 March 2008 at 5.00 p.m. at Restaurant Pörssi,
Fabianinkatu 14, Helsinki, Finland. The registration of the attending
shareholders will begin at 4.00 p.m. Coffee will be served after the meeting.
The matters belonging to the annual general meeting of shareholders according to
law and Article 10 of the Articles of Association shall be addressed at this
meeting.
In addition, the following Board of Directors' proposals will be discussed at
the meeting:
1. Distribution of profits
The Board of Directors proposes that a dividend of EUR 1.40 per share be
distributed for financial period 2007. The dividend will be paid to a
shareholder registered as a shareholder in the shareholder register maintained
by Finnish Central Securities Depository Ltd on the record date 18 March 2008.
The dividend will be paid on 27 March 2008.
2. Authorisation to the Board of Directors to buy back the company's own shares
The Board of Directors proposes that the Board be authorised to resolve within
one (1) year from the date of the meeting to buy back the company's own shares
using distributable earnings from unrestricted equity.
The Board of Directors is authorised to resolve on buying back no more than
3,500,000 of the company's own shares amounting in total to approximately 4.8
per cent of the total number of the shares of the corporation.
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 OMX Nordic Exchange in Helsinki at the market price quoted
at the time of the buyback, as provided by the regulations on 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, finance
investments, to dispose of the shares in some other way or cancel them. The
share buyback will reduce the corporation's unrestricted equity.
3. Proposal for the auditor
The Board of Directors proposes that KPMG Oy Ab, a corporation of authorised
public accountants accredited by the Central Chamber of Commerce of Finland, be
re-elected as the auditor of the corporation.
4. Remuneration of the members of the Board of Directors
An ad hoc nomination committee appointed by the Board from among its members on
4 December 2007 proposes to the general meeting that the yearly remuneration for
the members of the Board of Directors shall be EUR 71.000 for the Chairman of
the Board, EUR 49.000 for the Vice Chairman of the Board and EUR 44.000 for
other members of the Board. A group of shareholders representing approx. 37.6
per cent of Uponor shares and voting rights supports the proposal.
5. Members of the Board of Directors
An ad hoc nomination committee appointed by the Board from among its members on
4 December 2007 proposes to the general meeting that the number of Board members
shall be five and that the present members Mr Jorma Eloranta, Mr Jari Paasikivi,
Mr Aimo Rajahalme, Ms Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon
be re-elected to the Board. A group of shareholders representing approx. 37.6
per cent of Uponor shares and voting rights supports the proposal.
Financial Statements and the Annual Report
The Financial Statements and the Board of Directors' proposals with appendices
will be available for shareholders' inspection at the Corporate Head Office,
Robert Huberin tie 3 B, Vantaa, Finland, from Tuesday, 4 March 2008. Any copies
of these documents will be sent to a shareholder upon request. The Financial
Statements and the Board of Directors' proposals are also available on the
corporation's website at www.uponor.com.
The Annual Report 2007 will be sent before the meeting to shareholders, whose
address is known to the corporation. No separate invitation to the Annual
General Meeting will be sent.
Right to attend the meeting
A shareholder is entitled to attend the general meeting and exercise his/her
right to vote if (s)he will have
1. Been registered as the corporation's shareholder in the shareholder
register, maintained by Finnish Central Securities Depository Ltd, on Monday, 3
March 2008 and
2. Notified the corporation of his/her attendance by 4.00 p.m. on Thursday, 6
March 2008.
A shareholder whose shares have not been registered in his/her personal
book-entry securities account (a nominee registered shareholder) can be
temporarily entered in the shareholder register on 3 March 2008 if (s)he wishes
to attend the meeting. In this case, (s)he should contact his/her account
manager well before said date.
Registration
A shareholder can notify the corporation of his/her attendance
- via our website at www.uponor.com or
- by fax +358 20 129 2851 or
- by telephone +358 20 129 2837/ Ms Marjo Kuukka or
- by mail addressed to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511
Vantaa, Finland.
The deadline for registrations is Thursday, 6 March 2008, 4.00 p.m. Proxies, if
any, should also be submitted by this deadline.
Vantaa 7 February 2008
Uponor Corporation
Board of Directors