Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2017

Uponor Corporation       Stock exchange release       13 February 2017      08.01 EET

 

Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2017

• The Board proposes a dividend of €0.46 per share for the financial year 2016
• The number of Board members to remain at six. Pia Aaltonen-Forsell, Finnish citizen, nominated as a new member
• 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 23 February 2017
   

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

The Annual General Meeting of Uponor Corporation will be held on Monday 20 March 2017 at 15.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. Notice to the general meeting will be published on 23 February 2017 as a stock exchange release and on the company’s website. The company will also advertise the time and place of the general meeting and the address of the company website in two national newspapers, Helsingin Sanomat and Kauppalehti on the same day.
 

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 2016 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 2016
8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2016
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 and chair 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. Authorising the Board of Directors to resolve on the issuance of shares
19. 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 €0.46 per share be distributed for the financial period 2016. 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 22 March 2017. The dividend will be paid on 29 March 2017.

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

The Nomination Board proposes to the general meeting that no changes would be made to the remuneration of the members 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 for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.

In addition, the Nomination Board proposes that, in compliance with established company policy, the company takes out insurance under the Employees Pensions Act for the members of the Board, who act as persons elected to a position of trust.

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 and chair of the Board of Directors

The Nomination Board proposes to the general meeting that Mr Jorma Eloranta, 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, and that Ms Pia Aaltonen-Forsell be elected as a new member of the Board of Directors for the following term of office.

M.Soc.Sc. Pia Aaltonen-Forsell (b. 1974) is employed by Munksjö Corporation, a listed company, as Chief Financial Officer and member of the management team.

The Nomination Board further proposes that the general meeting elects Mr Jorma Eloranta as the Chair of the Board.

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.

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 on the trading places where the company’s shares are traded.

This authorisation will revoke the earlier authorisation granted by the general meeting on 10 March 2016 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 3,900 employees in 30 countries, mainly in Europe and North America. In 2016, Uponor's net sales totalled €1.1 billion. Uponor is based in Finland and listed on Nasdaq Helsinki. www.uponor.com