Uponor Corporation’s Board of Directors and Nomination Board proposals to the Annual General Meeting 2014
Uponor Corporation Stock exchange release 14 February 2014 8.01 EET
Uponor Corporation’s Board of Directors and Nomination Board proposals to the Annual General Meeting 2014
• The Board proposes a dividend of €0.38 per share for the financial year 2013, to be paid on 31 March 2014
• The number of Board members to remain at six. Ms Annika Paasikivi, 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
• Notice to the general meeting will be published on 25 February 2014.
The agenda for the AGM and all the proposals with details are listed below, followed by an introduction of Ms Annika Paasikivi.
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 2013 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 2013
8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2013
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
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 2013. 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 24 March 2014. The dividend will be paid on 31 March 2014.
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, EUR 49,000 for the Chairman of the Audit Committee 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 36.3 per cent of the company’s shares and voting rights support the proposal.
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.
Election of the members of the Board of Directors
The Nomination Board proposes to the general meeting that Mr Jorma Eloranta, Mr Timo Ihamuotila, Ms Eva Nygren, 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 Ms Annika Paasikivi be elected as a new member of the Board of Directors for the following term of office.
Shareholders together representing approximately 36.3 per cent of the company’s shares and voting rights support the proposal.
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.
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 in the auditor’s report on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors’ proposal for distribution of funds.
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 18 March 2013 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.
Annika Paasikivi nominated as a new member to the Uponor board
Ms Annika Paasikivi (b. 1975) is Finnish citizen with a B.A. in International Business (EBS London) and M.Sc. in Global Politics (University of Southampton). She is employed as Chief Operating Officer at Oras Invest Ltd. in Helsinki, Finland and holds a board membership in Oras Oy since 2012 and a supervisory board membership in the German company Hansa Metallwerke AG since 2013.
Annika Paasikivi is independent of the company but dependent of a major shareholder.
Annual General Meeting
The Annual General Meeting of Uponor Corporation will be held on Wednesday 19 March 2014 at 17.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. Notice to the general meeting will be published on 25 February 2014 in Helsingin Sanomat and Kauppalehti and also on the company’s website.
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. 4,100 persons, in 30 countries. In 2013, Uponor's net sales exceeded €900 million. Uponor Corporation is listed on NASDAQ OMX Helsinki in Finland. http://www.uponor.com.