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Uponor Corporation’s Board of Directors and Nomination Board proposals to the Annual General Meeting 2013

Uponor Corporation           Stock exchange release                 12 February 2013    8.01 EET

Uponor Corporation’s Board of Directors and Nomination Board proposals to the Annual General Meeting 2013

• A dividend of €0.38 per share to be distributed for the financial year 2012. The dividend will be paid on 28 March 2013.
• The number of Board members to remain at six. Mr Timo Ihamuotila Finnish citizen, nominated as a new member.
• Current auditor, Deloitte & Touche Oy, proposed for re-election
• Board seeks authorisation to buy back max. 3.5 million of the company’s own shares

The agenda for the AGM and all the proposals with details are listed below, followed by an introduction of Mr. Timo Ihamuotila.


Uponor Corporation general meeting agenda:

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. Review of the business in 2012 by the Managing Director
7. Presentation of the financial statements, the consolidated financial statements and the report of the Board of Directors for the year 2012
8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2012
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
11. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
12. Resolution on the remuneration of the members of the Board of Directors
13. Resolution on the number of the members of the Board of Directors
14. Election of the members of the Board of Directors
15. Resolution on the remuneration of the auditor
16. Election of the auditor
17. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
18. Closing of the meeting


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 €0.38 per share be distributed for the financial period 2012. 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 21 March 2013. The dividend will be paid on 28 March 2013.
 

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: 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 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 EUR 600 for meetings held at the home country of the member, EUR 1,200 for meetings held elsewhere in Europe, and EUR 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.

Shareholders together representing approximately 34.2 per cent of Uponor shares and voting rights support 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 Mr Jorma Eloranta, Ms Eva Nygren, Mr Jari Paasikivi, Mr Jari Rosendal and Mr Rainer S. Simon, currently members of the Board of Directors, be re-elected as members of the Board of Directors and that Mr Timo Ihamuotila be elected as a new member of the Board of Directors for the following term of office.

Shareholders together representing approximately 34.2 per cent of Uponor shares and voting rights support 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, the current auditor of the company, be re-elected as the auditor of the company for the following term of office. 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: Authorising the Board of Directors to resolve on the repurchase of the company’s own shares

The Board of Directors proposes that the general meeting authorises the Board of Directors to resolve on the repurchase of the company’s own shares, in one or several instalments, 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 at the date of the general meeting.

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 through public trading organised by NASDAQ OMX Helsinki Ltd.

This authorisation will revoke the earlier authorisation granted by the general meeting on 15 March 2012 to resolve on the repurchase the company’s own shares.

The authorisation is valid until the end of the next annual general meeting, however, no longer than 18 months from the date of the general meeting.


Timo Ihamuotila nominated as a new member to the Uponor board

Mr Timo Ihamuotila (b. 1966), Finnish citizen, holds a Master of Science (Economics) and a Licentiate of Science (Finance) degree, and acts as Executive Vice President & Chief Financial Officer at Nokia Corporation. He has served Nokia for 15 years, first in 1993-1996 and later from 1999 onwards. He has a versatile experience in the financial administration of Nokia as well as in the mobile phone and network businesses. Before Nokia, he served in Finland’s Kansallis Bank and Citibank plc.


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

 


Uponor Corporation

 

Tarmo Anttila
Vice President, Communications
Tel. +358(0)20 129 2852

 

 

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www.uponor.com

 


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. The Group employs approx. 3,000 persons, in 30 countries. In 2012, Uponor's net sales exceeded €810 million. Uponor Corporation is listed on NASDAQ OMX Helsinki in Finland. http://www.uponor.com.