Uponor Corporation Stock exchange release 10 February 2010 8.00
Board of Directors' proposals to the Annual General Meeting 2010
- A dividend of EUR 0.50 per share to be distributed for the financial period
2009. The dividend will be paid on 30 March 2010
- No changes to Board members or their remuneration
- Deloitte & Touche Oy, authorised public accountants to be elected as the new
auditor
- Board seeks authorisation to buy back max. 3.5m of the company's own shares
All the proposals with full details are as follows:
- 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 0.50 per share be
distributed for financial period 2009. 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 22 March 2010. The dividend will be
paid on 30 March 2010.
- Resolution on the remuneration of the members of the Board of Directors
The nomination committee 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. [34,68] 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 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 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. [34,68] per cent of Uponor
shares and voting rights supports the proposal.
- 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.
- Election of the auditor
The Board of Directors proposes that Deloitte & Touche Oy, a corporation of
authorised public accountants accredited by the Central Chamber of Commerce of
Finland, be elected as the auditor of the corporation. Deloitte & Touche Oy has
announced that, should they be elected, the new principal auditor will be Mr
Mikael Paul, Authorised Public Accountant.
- Amendment of the Articles of Association
The Board of Directors proposes that 9 § of the Articles of Association be
changed as follows:
9 § Notice of general meeting
The notice to a general meeting shall be submitted to the shareholders not
earlier than six (6) weeks and not later than three (3) weeks prior to the
meeting by means of an advertisement published in two newspapers with a wide
circulation in Finland.
In order to be entitled to participate in a general meeting, shareholders shall
notify the company of their attendance on the day indicated in the notice of
the meeting at the latest; such day may not be earlier than ten (10) days prior
to the meeting.
The general meeting may be held in the domicile of the company, or in Espoo or
Vantaa.
- 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 on one or more occasion
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, to finance
investments, and to dispose of the shares in some other way, or retain or
cancel them. The share buyback will reduce the corporation's unrestricted
equity.
Further information:
Reetta Härkki, General Counsel, Tel +358 20 129 2835
Uponor Corporation
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 indoor climate 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 heating and cooling solutions and
tap water systems. The Group employs ca 3,300 persons in 30 countries. In 2009,
Uponor's net sales totalled 730 million euros. Uponor Corporation is listed on
the NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com