Uponor Corporation Board of Directors' proposals to the AGM
- The Board proposes a dividend of EUR 1.40 per share. The dividend payment date
is 27 March 2008, with the record date of 18 March 2008.
- The Board proposes that the number of Board members be five and that Jorma
Eloranta, Jari Paasikivi, Aimo Rajahalme, Anne-Christine Silfverstolpe Nordin
and Rainer S. Simon be re-elected.
- The Board proposes the following annual emoluments: Chairman EUR 71,000,
Deputy Chairman EUR 49,000, members EUR 44,000.
- The Board proposes that KPMG Oy Ab, authorised public accountants be
re-elected as the auditor.
- The Board seeks an authorisation to buy back in the maximum 3,500,000 of the
company's own shares.
A more detailed description of the Board's proposals and the matters to be
addressed at the AGM can be found below. The AGM is planned to be in Helsinki,
Finland on Thursday 13 March 2008 starting at 17.00 EET in Restaurant Pörssi,
address Fabianinkatu 14. The summons to the AGM will be published on Tuesday 19
February.
The agenda for the Annual General 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 the 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 of 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 Stock 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 Deputy 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 the 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 AGM
A shareholder is entitled to attend the general meeting and exercise his/her
right to vote if (s)he will have been registered as the corporation's
shareholder in the shareholder register, maintained by Finnish Central
Securities Depository Ltd, on Monday, 3 March 2008 and 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/
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.
Uponor Corporation
Board of Directors
Further information from:
Deputy CEO and CFO Jyri Luomakoski, Tel +358 40 515 4498
General Counsel Reetta Härkki, Tel +358 20 129 2835
Uponor Corporation
Tarmo Anttila
Vice President, Communications
Tel +358 20 129 2852
DISTRIBUTION:
OMX Nordic Exchange - Helsinki
Media
www.uponor.com