Notice to the Annual General Meeting of Uponor Corporation
Uponor Corporation Stock exchange release 22 February 2011 9.00 EET
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 Tuesday, 15 March 2011 at 17.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the attending shareholders and the distribution of voting tickets will commence at 16.00. Coffee will be served after the meeting.
A. Matters on the agenda of the general meeting
At the general meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of 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. 2010 business review by the President and CEO
7. Presentation of the financial statements, consolidated financial statements and the report of the Board of Directors for the year 2010
8. Presentation of the auditors’ report and consolidated auditors’ report for the year 2010
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 €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.
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: €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.
A group of shareholders representing approximately 34 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 six.
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.
A group of shareholders representing approximately 34 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 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.
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:
a. preparation of the proposal for the appointment of the members of the Board of Directors to be presented to the general meeting
b. preparation of the proposal to the general meeting on matters pertaining to the remuneration of the members of the Board of Directors
c. looking for prospective successors for the members of the Board of Directors
d. 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 30 August 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 utilise 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 1 February 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.
18. Authorising the Board of Directors to resolve on the repurchase of the corporation’s own shares
The Board of Directors proposes that the Board be authorised 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 authorised 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 authorisation will revoke the authorisation granted by the general meeting on 17 March 2010 to resolve on the repurchase the corporation’s own shares.
This authorisation 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.
19. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes to the general meeting to authorise the Board of Directors to resolve on issuing new shares on one or more occasion as follows:
By virtue of the authorisation, 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 authorised 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 authorisation 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.
20. Availability of the minutes of the meeting
21. Closing of the meeting
B. Documents of the general meeting
The above mentioned resolution proposals 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 22 February 2011. The proposals for decisions and the other above-mentioned documents 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.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 3 March 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than 10 March 2011 at 10:00 (Finnish time) by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
- via the company’s website at www.uponor.com > Investors or
- by fax +358 20 129 2851 or
- by telephone +358 20 129 2837/ Ms Carita Etelämäki on week days from 9:00 to 15:00 (Finnish time) or
- by mail addressed to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511 Vantaa, Finland.
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.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/ or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 3 March 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, n addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10 March 2011 by 10:00 (Finnish time). As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and the registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who want s to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
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.
Possible proxy documents should be delivered in originals to Uponor Corporation, Legal Affairs, P.O. Box 37, FI - 01511 Vantaa, Finland, before the last date for registration.
4.Other instructions and information
Pursuant to chapter 5, section 25 of the Companies 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.
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 73,206,944 votes.
The voting ticket to the shareholder or proxy representative will be handed out upon registration at the general meeting.
Vantaa 10 February 2011
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 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