Uponor Corporation Stock exchange release 24 February 2010
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, 17 March 2010 at 5.00 p.m. at Helsinki
Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the
attending shareholders and the distribution of voting tickets will commence 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 to supervise the
counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Business review 2009 by the CEO
7. Presentation of the financial statements, consolidated financial statements
and the report of the board of directors
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 0.50 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.
11. Resolution on the discharge of the members of the Board of Directors and
the CEO from liability
12. 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.
34.3 per cent of Uponor shares and voting rights supports the proposal.
13. 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.
14. 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. 34.3 per cent of Uponor
shares and voting rights supports the proposal.
15. 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.
16. 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.
17. 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. The notice shall nonetheless be delivered to the
shareholders at the latest nine (9) days prior to the record date of the
general meeting. 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.
18. 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.
19. Availability of the minutes of the meeting
20. 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 > Investors. Uponor Corporation's Financial Statements will be
available on the website no later than Wednesday, 24 February 2010. 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.
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, 5 March 2010 and
2. notified the corporation of his/her attendance by 4.00 p.m. on Wednesday, 10
March 2010.
A shareholder, whose shares are registered on his/her personal Finnish
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 > Investors 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, 10 March 2010, 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 or proxy representative and the personal identification
number of a proxy representative. 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. When a shareholder participates in the general meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for 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 5 March 2010. 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 9 February 2010
Uponor Corporation
Board of Directors
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