Uponor Corporation Stock exchange release 25 February 2009 8:00
Notice to the Annual General Meeting of Uponor Corporation
The shareholders of Uponor Corporation are hereby summoned to the Annual
General Meeting to be held on Wednesday, 18 March 2009 at 5.00 p.m. at Helsinki
Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the
attending shareholders will begin at 4.00 p.m. Coffee will be served after the
meeting.
Matters on the agenda of the general meeting
Agenda:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of two persons to scrutinise the minutes and the persons to
supervise the counting of votes
4. Adoption of the list of votes
5. Recording the legality and quorum of the meeting
6. Business review 2008
7. Presentation of the financial statements, consolidated financial statements
and the annual report
8. Presentation of the auditors' report and consolidated auditors' report
9. Adoption of the financial statements and the consolidated financial
statements
10. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that a dividend of EUR 0.85 per share be
distributed for financial period 2008. The dividend will be paid to a
shareholder registered as a shareholder in the shareholder register maintained
by Euroclear Finland Ltd on the record date 23 March 2009. The dividend will be
paid on 31 March 2009.
11. Resolution on the discharge of the members of the Board of Directors and
the Managing Directors from liability
Resolution on the remuneration of the members of the Board of Directors
The nomination committee appointed by the Board on 23 December 2008 proposes to
the general meeting that the yearly remuneration to 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.
The nomination committee proposes that approximately 40% of the remuneration
shall be paid by acquiring Uponor Corporation's shares in public trading and
the rest shall be paid in cash. The nomination committee proposes that travel
expenses related to board meetings shall be paid according to the travel policy
of the corporation. The nomination committee further proposes that a
remuneration per meeting shall be paid to the members of the committees of the
Board of Directors amounting to EUR 600 to Finnish residents, EUR 1,200 to
persons residing elsewhere in Europe, and EUR 2,400 to non-European members. A
group of shareholders representing approx. 36.9 per cent of Uponor shares and
voting rights supports the proposal.
Resolution on the number of the members of the Board of Directors
The nomination committee appointed by the Board proposes to the general meeting
that the number of Board members shall be five.
Election of the members of the Board of Directors
The nomination committee appointed by the Board proposes to the general meeting
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. 36.9 per
cent of Uponor shares and voting rights supports the proposal.
12. Resolution on the remuneration of the auditor
The Board of Directors proposes to the general meeting that the remuneration to
the auditor to be elected shall be paid as per invoice.
13. Election of 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. KPMG Oy Ab has announced that,
should they be elected, the new principal auditor will be Mr Lasse Holopainen,
Authorised Public Accountant.
14. 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 NASDAQ OMX Helsinki Exchange 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.
15. Availability of the minutes of the meeting
16. Closing of the meeting
Documents of the general meeting
Financial Statements and Annual Report
The above mentioned proposals by the Board of Directors and its committees
relating to the agenda of the general meeting as well as this notice are
available for shareholders' inspection on the corporation's website at
www.uponor.com. Uponor Corporation's Financial Statements will be available on
the website no later than Wednesday, 25 February 2009. The Financial Statements
and the Board of Directors' proposals are also available at the general
meeting. Copies of these documents will be sent to a shareholder upon request.
The Annual Report 2008 will be sent in advance of the general meeting to the
shareholders, whose address is known to the corporation. No separate invitation
to the Annual General Meeting will be sent.
Instructions for the participants in the general meeting
1. 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 Euroclear Finland Ltd, on Friday, 6 March 2009 and
2. notified the corporation of his/her attendance by 4.00 p.m. on Wednesday, 11
March 2009.
A shareholder, whose shares are registered on his/her personal book-entry
account, is registered in the shareholder register of the corporation.
2. Registration
A shareholder can notify the corporation of his/her attendance
- via the corporation's 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 Wednesday, 11 March 2009, 4.00 p.m. EET.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant. The personal data given to Uponor Corporation is used only
in connection with the general meeting and with the processing of related
registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting.
Any original proxy documents should be delivered to Uponor Corporation, Legal
Affairs, P.O. Box 37, FI - 01511 Vantaa, Finland, before the last date for
registration.
4. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the general
meeting, must be entered into the shareholder register of the corporation on
the record date on 6 March 2009. A holder of nominee registered shares is
advised to request instructions from his/her custodian bank regarding the
registration in the shareholder register of the corporation, the issuing of
proxy documents and the registration for the general meeting.
5. Other instructions and information
On the date of this notice to the general meeting, the total number of shares
in Uponor Corporation is 73,206,944, and the total number of votes is
73,046,944 votes.
The voting ticket to the shareholder or proxy representative will be handed out
upon registration at the general meeting.
Vantaa 10 February 2009
Uponor Corporation
Board of Directors
For additional information, please contact:
General Counsel Reetta Härkki, tel. +358 20 129 2835
DISTRIBUTION:
NASDAQ OMX - Helsinki
Media
www.uponor.com
Uponor is a leading supplier of plumbing and heating systems for the
residential and commercial building markets across Europe and North America and
a market leader in municipal infrastructure pipe systems in the Nordic
countries. Uponor's key applications include indoor climate and tap water
systems. The Group employs ca 3,800 persons in 27 countries. In 2008, Uponor's
net sales totalled 950 million euros. Uponor Corporation is listed on the
NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com