Uponor Corporation 18 March 2009
Resolutions by Uponor Corporation's Annual General Meeting
Uponor Corporation's Annual General Meeting approved the proposed dividend of
EUR 0.85 per share for 2008. Existing members of the Board renewed their
memberships. The AGM approved all Board proposals, including the authorisation
to repurchase a maximum of 3.5 million of the company's own shares.
The AGM adopted the financial statements of Uponor Corporation and the Uponor
Group for 2008 and released the Board members and the Managing Directors from
liability.
The Chairman of the Board, Jari Paasikivi stated that the Board would not
consider initiating a share buyback at this stage.
The dividend will be paid out on 31 March 2009, the record date being 23 March
2009.
The AGM, held in Helsinki, Finland was chaired by Mr Juhani Erma, LL.Lic. and
Master of Laws trained on the bench.
Election of Directors and the Auditor
The number of Board members was resolved on five, with Jorma Eloranta, Jari
Paasikivi, Aimo Rajahalme, Anne-Christine Silfverstolpe Nordin and Rainer S.
Simon being re-elected to the Board.
At its organising meeting following the AGM, the Board of Directors elected
Jari 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 the new principal auditor will be
Authorised Public Accountant Lasse Holopainen, M. Sc. (Econ.). Mr Holopainen is
member of the Board of Directors at KPMG Oy Ab, and acts as principal auditor
in several listed companies. He has been involved in the audit of Uponor Group
since 2006. He does not own any Uponor Corporation shares.
Board remuneration
There were no changes to the Board's annual remuneration, and the following
annual fees were decided on: 71,000 euros for the Chairman, 49,000 euros for
the Deputy Chairman, and 44,000 euros for ordinary members. 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.
It was further decided that remuneration per committee meeting shall be paid to
the members of the Board committees amounting to EUR 600 to Finnish residents,
EUR 1,200 to persons residing elsewhere in Europe, and EUR 2,400 to
non-European members.
Authorisation to buy back the company's own shares
The Board was authorised to resolve, within one year from the date of the
meeting, to buy back the company's own shares using distributable earnings from
unrestricted equity. The Board may buy back a maximum of 3.5 million shares,
amounting in total to 4.8 per cent of the total number of the shares of the
corporation.
Shares will be bought back 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. 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.
Further information from:
Ms Reetta Härkki, General Counsel, Tel +358 20 129 2835
Tarmo Anttila
Vice President, Communications
Tel +358 20 129 2852
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