Board's proposals to the Annual General Meeting 2011

Uponor Corporation Stock exchange release 10 February 2011 8.00

Board’s proposals to the Annual General Meeting 2011

A dividend of €0.55 per share to be distributed for the financial period 2010. The dividend will be paid on 25 March 2011
The nomination committee proposes a sixth member to the Board, Swedish citizen Eva Nygren; no changes to other Board members
Current auditor, Deloitte & Touche Oy, authorised public accountants to be re-elected
Board seeks authorisation to buy back max. 3.5 million of the company’s own shares
Board seeks authorisation to resolve on a share issue

All the proposals with full details are listed below, followed by an introduction of Ms. Eva Nygren.

AGENDA ITEM 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 €0.55 per share be distributed for financial period 2010. 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 18 March 2011. The dividend will be paid on 25 March 2011.

AGENDA ITEM 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: €71,000 for the Chairman of the Board, €49,000 for the Deputy Chairman of the Board and €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 each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €600 for meetings held at the home country of the member, €1,200 for meetings held elsewhere in Europe, and €2,400 for meetings held outside of Europe. The remuneration paid for telephone meetings shall be the remuneration for meetings held at the home country of the member.

AGENDA ITEM 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 six.

AGENDA ITEM 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 and that Ms Eva Nygren shall be elected as a new member.

AGENDA ITEM 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.

AGENDA ITEM 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 re-elected as the auditor of the corporation. Deloitte & Touche Oy has announced that, should they be re-elected, Mr Mikael Paul, Authorised Public Accountant, would continue as the principal auditor.

AGENDA ITEM 17: Resolution on the establishment of the Nomination Board

The Board of Directors proposes that the general meeting resolves on the establishment of a Nomination Board comprising of shareholders or representatives of shareholders for the preparation of the proposals for election of the members of the Board of Directors and the remuneration of the members of the Board of Directors. The duties of the Nomination Board shall be:

preparation of the proposal for the appointment of the members of the Board of Directors to be presented to the general meeting
preparation of the proposal to the general meeting on matters pertaining to the remuneration of the members of the Board of Directors
looking for prospective successors for the members of the Board of Directors
presentation of the proposal on the members of the Board of Directors and the members’ remuneration to the general meeting.

The Nomination Board shall be comprised of the three largest shareholders or representatives of shareholders and additionally the chairman of the Board of Directors shall act as an expert member. Right to appoint members representing shareholders is with the three shareholders, which on August 31, 2011 are registered in the shareholders’ register of the corporation held by Euroclear Finland Ltd and whose share of all votes produced by all shares of the corporation according to this shareholders’ register is the biggest. In the event a shareholder, which according to the Securities Market Act has an obligation to disclose specific ownership changes (owner under disclose rules), presents at the latest on August 30, 2011 a written request to the Board of Directors, shall all ownerships belonging to several funds or registers of such shareholder be calculated together when calculating the voting rights. In the event a shareholder does not wish to utilize its right to appoint a member, such right to appoint a member shall pass on to the next biggest shareholder according to the shareholders’ register, which otherwise would not have a right to appoint members. Nomination Board shall constitute a quorum, when majority of the members are present.

The Nomination Board is convened by the chairman of the Board of Directors and the members of the Nomination Board shall elect a chairman amongst themselves. The Nomination Board shall provide its proposal to the Board of Directors of the corporation latest on February 1^st preceding the general meeting.

According to the view of the Board of Directors of Uponor Corporation it is in the interest of the corporation and its shareholders that the biggest shareholders of the corporation participate in the preparation of the election and remuneration of the members of the Board of Directors.

AGENDA ITEM 18: Authorizing the Board of Directors to resolve on the repurchase of the corporation’s own shares

The Board of Directors proposes that the Board be authorized to resolve to buy back on one or more occasion corporation’s own shares using distributable earnings from unrestricted equity as follows:

The Board of Directors is authorized to resolve on buying back no more than 3,500,000 of the corporation’s own shares amounting in total to approximately 4.8 per cent of the total number of the shares of the corporation.

The Board of Directors shall resolve how the shares shall be repurchased. Shares may be bought back otherwise than in proportion to the existing shareholdings of the corporation’s shareholders (directed repurchase).

Own shares may be repurchased at the market price quoted at the time of the buyback in public trading, as provided by the regulations on public trading of shares.

This authorization will revoke the authorization granted by the general meeting on March 17, 2010 to resolve on the repurchase the corporation’s own shares.

This authorization is valid until the end of the next annual general meeting, however not later than until 18 months from the date of this general meeting.

AGENDA ITEM 19: Authorizing the Board of Directors to resolve on the issuance of shares

The Board of Directors proposes to the general meeting to authorize the Board of Directors to resolve on issuing new shares on one or more occasion as follows:

By virtue of the authorization, the Board of Directors is entitled to resolve on issuing a maximum of 7,200,000 new shares, amounting in total to approximately 9.8 per cent of the total number of the shares of the corporation. The Board of Directors is authorized to resolve on all the conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization includes the possibility to issue own shares to the corporation for free.

This authorisation is valid until the end of the next annual general meeting.

THE PROPOSAL FOR A NEW BOARD MEMBER

The nomination committee proposes that Swedish citizen, architect Eva Nygren (b. 1955), CEO of Sweco Sverige AB and Sweco International AB, subsidiaries of the Swedish Sweco AB, be appointed to the Board. Sweco offers, among other things, planning and consultancy services related to building, energy use and the environment.

Uponor Corporation

Further information:
Reetta Härkki, General Counsel
Tel +358 20 129 2835

Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852

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Uponor is a leading international provider of plumbing and indoor climate solutions for the residential and commercial building markets across Europe and North America. In Northern Europe, Uponor is also a prominent supplier of infrastructure pipe systems. Uponor offers its customers solutions that are technically advanced, ecologically sustainable, and safe and reliable to own and operate. The Group employs ca 3,100 persons in 30 countries. In 2010, Uponor's net sales totalled 750 million euros. Uponor Corporation is listed on the NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com