Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation    Stock exchange release     17 February 2016   04.00 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 Thursday, 10 March 2016 at 15.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the attending shareholders and the distribution of voting tickets will commence at 14.00. 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. Review of the business in 2015 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 2015 

8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2015 

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 €0.44 per share be distributed for the financial period 2015. 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 14 March 2016. The dividend will be paid on 22 March 2016. 

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 

The Nomination Board proposes to the general meeting that the yearly remuneration to the members of the Board of Directors shall be: €88,000 for the Chair of the Board, €49,000 for the Deputy Chair of the Board, €49,000 for the Chair of the Audit Committee 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 country of residence of the member, €1,200 for meetings held elsewhere on the same continent, and €2,400 for meetings held on another continent. The remuneration paid for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.           

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. 

14. Election of the members of the Board of Directors 

The Nomination Board proposes to the general meeting that Mr Jorma Eloranta, Mr Timo Ihamuotila, Dr Markus Lengauer, Ms Eva Nygren, Ms Annika Paasikivi and Mr Jari Rosendal, currently members of the Board of Directors, be re-elected as members of the Board of Directors for the following term of office. 

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. 

16. Election of the auditor 

The Board of Directors proposes that the current auditor of the company, Deloitte & Touche Oy, a company of Authorised Public Accountants, 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. 

17. Amending the Company's Articles of Association 

The Board of Directors proposes that articles 4 and 10 of the Company's Articles of Association should be amended as follows: 

4 § Board of Directors 

For the administration and proper organisation of its operations, the company shall have a Board of Directors with a minimum of five (5) and maximum of seven (7) standing members. The members of the Board of Directors shall be elected by the Annual General Meeting of Shareholders for a term of one (1) year at a time. The term of the Board members shall expire at the close of the Annual General Meeting electing the new Board of Directors.  

The Board of Directors shall appoint one (1) Vice Chair from among its members for a term of one (1) year at a time. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term. 

A quorum is present at the meetings of the Board of Directors when more than half of the members are in attendance. 

10 § Annual general meeting of shareholders  

The Annual General Meeting of Shareholders shall be held annually before the end of June. 

The meeting shall: 

receive

1. the financial statements consisting of Consolidated Financial Statements and the report of the Board of Directors;

2. the auditors’ report; 

decide on

3. the adoption of the financial statements;

4. the disposal of the profit shown on the balance sheet;

5. the discharge from liability for the members of the Board of Directors and the Managing Director;

6. the remuneration of the members of the Board of Directors;

7. the number of members of the Board of Directors; 

elect

8. the members of the Board of Directors and the Chair of the Board;

9. the auditor. 
 

18. 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 in Nasdaq Helsinki.  

This authorisation will revoke the earlier authorisation granted by the general meeting on 17 March 2015 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. 

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 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 until the end of the next annual general meeting. 

20. 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 company’s website at investors.uponor.com. Uponor Corporation’s Financial Statements will be available on the website no later than 17 February 2016. 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. The minutes of the general meeting will be available on the above-mentioned website on 24 March 2016, at the latest. 

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

A shareholder, who on the record date of the General meeting, 29 February 2016, is registered 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 Monday 7 March 2016 at 10:00 EET (Finnish time), by which time the registration shall arrive at the company. The registration can be made: 

• via the company’s website at investors.uponor.com or
• by fax +358 20 129 2851 or
• by telephone +358 20 770 6883 on week days from 9:00 to 16:00 EET (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, the 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 in question. 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, if necessary, be able to prove his/her identity and/ or right of representation in the meeting venue. 

2.Holders of nominee registered shares

Holders of nominee registered shares have the right to participate in the general meeting by virtue of any shares that would entitle him/her to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. on the record date of the general meeting, i.e. 29 February 2016. The right to participate in the general meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 7 March 2016 at 10:00 EET (Finnish time). This constitutes the required registration for the general meeting for nominee registered shares. 

A holder of nominee registered shares is therefore advised to request from his/her custodian bank, without delay, any 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. The account management organisation of the custodian bank has to register a holder of nominee registered shares who wants to participate in the general meeting in 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 represented by several proxy representatives who each have shares in different securities accounts, each proxy representative’s shares shall be identified in connection with the registration for the general meeting. 

Possible proxy documents are requested to be delivered in original copy to Uponor Corporation, Legal Affairs, P.O. Box 37, FI-01511 Vantaa, Finland, before the final 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, representing altogether 73,206,944 votes. 

The voting ticket to the shareholder or proxy representative will be handed out upon registration at the general meeting. 

 

Vantaa 12 February 2016

 

Uponor Corporation
Board of Directors 

 

Uponor Corporation

 

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

 

DISTRIBUTION:
Nasdaq Helsinki
Media
www.uponor.com

   

Uponor is a leading international systems and solutions provider for safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure. The company serves a variety of building markets including residential, commercial, industrial and civil engineering. Uponor employs about 3,700 employees in 30 countries, mainly in Europe and North America. In 2015, Uponor's net sales totalled €1,050 million. Uponor is based in Finland and listed on Nasdaq Helsinki. www.uponor.com