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Uponor Corporation’s Board of Directors and Nomination Board Proposals to the Annual General Meeting 2012

Uponor Corporation           Stock exchange release                 10 February 2012 8.05 EET


Uponor Corporation’s Board of Directors and Nomination Board Proposals to the Annual General Meeting 2012

  • A dividend of €0.35 per share to be distributed for the financial period 2011. The dividend will be paid on 27 March 2012.
  • The nomination committee proposes that the number of Board members remains at six.
    Mr Jari Rosendal, Finnish citizen, is nominated as a new member.
  • 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 Mr. Jari Rosendal.


Proposals on the agenda:

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 €0.35 per share be distributed for the financial period 2011. 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 of the dividend payment on 20 March 2012. The dividend will be paid on 27 March 2012.

 

Agenda item 12: Resolution on the remuneration of the members of the Board of Directors

The Nomination Board 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 Board 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 Board proposes that travel expenses related to Board meetings shall be paid according to the travel policy of the company.

The Nomination Board 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 34.6 per cent of Uponor shares and voting rights supports the proposal.

 

Agenda item 13: Resolution on the number of the members of the Board of Directors

The Nomination Board 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 Board proposes to the general meeting that the present members Mr Jorma Eloranta, Ms Eva Nygren, Mr Jari Paasikivi, Ms Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-elected to the Board and that Mr Jari Rosendal shall be elected as a new member.

A group of shareholders representing approximately 34.6 per cent of Uponor shares and voting rights supports the proposal.

 

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 approved by the company.

 

Agenda item 16: Election of the auditor

The Board of Directors proposes that Deloitte & Touche Oy, a company of authorised public accountants accredited by the Central Chamber of Commerce of Finland, be re-elected as the auditor of the company. The Board of Directors also proposes that the general meeting request the auditor to give a statement on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors’ proposal for distribution of funds.

 

Agenda item 17: Resolution on the establishment of the Nomination Board

The Board of Directors proposes that the general meeting resolves to establish a Nomination Board comprising of shareholders or representatives of shareholders to annually prepare the proposals for the 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 to:

  1. prepare the proposal for the appointment of the members of the Board of Directors to be presented to the general meeting
  2. prepare the proposal to the general meeting on matters pertaining  to the remuneration of the members of the Board of Directors
  3. look for prospective successors for the members of the Board of Directors
  4. present the proposals 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 such shareholders, in addition to which the chairman of the Board of Directors shall act as an expert member. The three largest shareholders who on 31 August preceding the general meeting are registered in the shareholders’ register of the company, held by Euroclear Finland Ltd. and have the largest share of all the voting rights, shall have the right to appoint the members representing the shareholders. The holdings of a shareholder, held in several funds or registers, who according to the Securities Market Act has an obligation to disclose changes in ownership (notified shareholdings), will be calculated together when counting the voting rights, if the shareholder so requests in writing to the Board of Directors, at the latest on 30 August preceding the general meeting. If a shareholder does not wish to use the right to appoint a member, the right shall pass on to the next biggest shareholder in to the shareholders’ register, who otherwise would not have a right to appoint a member. The Nomination Board shall constitute a quorum when a majority of the members are present.

The Nomination Board is convened by the chairman of the Board of Directors and it shall elect a chairman amongst its members. The Nomination Board shall, as a rule, present its proposal to the Board of Directors of the company by the end of January and, in the minimum, four weeks prior to the general meeting in the same year as the general meeting is being held.

The Board of Directors of Uponor Corporation argues that it is in the interest of the company and its shareholders that the biggest shareholders of the company participate in the preparation of the election and remuneration of the members of the Board of Directors.

 

Agenda item 18: Authorising the Board of Directors to resolve on the repurchase of the company’s own shares

The Board of Directors proposes that the Board be authorised to resolve to repurchase, on one or more occasion, the company’s own shares using distributable earnings from unrestricted equity as follows:

The Board of Directors is authorised to resolve on the repurchase of 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 company.

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

The company’s own shares may be repurchased at the market price quoted at the time of the repurchase in public trading, as provided by the regulations on public trading of shares.

This authorisation will revoke the earlier authorisation granted by the general meeting on 15 March 2011 to resolve on the repurchase the company’s own shares.

This authorisation is valid until the end of the next annual general meeting, however, not longer than 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 authorise the Board of Directors to resolve on issuing new shares or transferring the company’s own 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, or transferring the company’s own shares amounting in total to approximately 9.8 per cent of the total number of the shares of the company. 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 company for free.

This authorisation is valid for three years from the date of this general meeting.

 

The proposal for a new board member

The Nomination Board proposes that Finnish citizen, M. Sc. (Eng), Jari Rosendal (b.1965), Executive Vice President, Non-ferrous Solutions business area at the Finnish company Outotec Oyj, be appointed to the Board. Outotec develops and provides technology solutions for the sustainable use of Earth's natural resources. The company offers innovative solutions for the chemical industry, industrial water treatment and the utilisation of alternative energy sources.

 

Uponor Corporation

 

For more information, please contact:
Reetta Härkki, General Counsel, Tel. +358 20 129 2835

 

 

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

 

DISTRIBUTION:
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Uponor is a leading international provider of plumbing and indoor climate solutions for 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 sustainable and safe and reliable to own and operate. The Group employs approx. 3,200 persons, in 30 countries. In 2011, Uponor's net sales totalled ca €800 million. Uponor Corporation is listed on NASDAQ OMX Helsinki in Finland. http://www.uponor.com.