Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2016

Uponor Corporation              Stock exchange release       12 February 2016  14:01 EET

Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2016

• The Board proposes a dividend of €0.44 per share for the financial year 2015
• The number of Board members to remain at six. All present members are proposed to be re-elected to the Board
• Board seeks authorisation to buy back max. 3.5 million of the company’s own shares
• Board seeks authorisation to resolve on issuing a maximum of 7.2 million new shares or transferring the company’s own shares
• Notice to the general meeting will be published on 17 February 2016

  The agenda for the AGM and all the proposals with details are listed below.

The Annual General Meeting of Uponor Corporation will be held on Thursday 10 March 2016 at 15.00 EET at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. Notice to the general meeting will be published on 17 February 2016, and will be available on the company’s website.

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 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
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. Amending the Company’s Articles of Association
18. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
19. Authorising the Board of Directors to resolve on the issuance of shares
20. 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 €0.44 per share be distributed for the financial year 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.

Resolution on the remuneration of the members of the Board of Directors

The Nomination Board proposes to the general meeting that no changes are made to the remuneration of the Board of Directors. 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.

 

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, Mr 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.

 

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 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.

 

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.

 

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.
 

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.

 

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