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Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2018

Uponor Corporation     Stock exchange release     15 February 2018     08.01 EET

Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2018

  • The Board proposes a dividend of €0.49 per share for the financial year 2017
  • The number of Board members to remain at six. Johan Falk, Swedish citizen and Casimir Lindholm, Finnish citizen nominated as new members
  • 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

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

The Annual General Meeting of Uponor Corporation will be held on Tuesday 13 March 2018 at 15.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. Notice to the general meeting will be published on 15 February 2018 as a stock exchange release and on the company’s website.

Uponor Corporation Annual 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 2017 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 2017
  8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2017
  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 to the Annual General Meeting that a dividend of €0.49 per share be distributed for the financial period 2017. The dividend shall be paid in two instalments. The first instalment of €0.24 per share shall 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 15 March 2018. The payment date proposed by the Board for this instalment is 22 March 2018.

The second instalment of €0.25 per share shall be paid in September 2018. The second instalment shall be paid to a shareholder registered as a shareholder in the shareholders register maintained by Euroclear Finland Ltd on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for 4 September 2018. The dividend record date for the second instalment would be 6 September 2018 and the dividend payment date 13 September 2018, unless the renewal of the securities processing infrastructure by Euroclear Finland Ltd brings the dividend payment day a few days earlier.

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: €90,000 for the Chair of the Board, €51,000 for the Deputy Chair of the Board, €51,000 for the Chair of the Audit Committee and €46,000 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. The Nomination Board also proposes that in addition a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting.

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 Ms Pia Aaltonen-Forsell, Mr Markus Lengauer, Ms Eva Nygren and Ms Annika Paasikivi, currently members of the Board of Directors, be re-elected as members of the Board of Directors and that Mr Johan Falk and Mr Casimir Lindholm be elected as new members of the Board of Directors for the following term of office.

M.Sc. (Tech), Johan Falk, Swedish citizen (b. 1971) is CEO at Onemed Group, a provider of services, support systems and medical supplies to healthcare organisations in Europe.

M.Sc. (Econ), Casimir Lindholm, Finnish citizen (b. 1971) was President and CEO at Lemminkäinen Corporation which specialises in building construction, infrastructure projects and paving in the Nordic countries. Lemminkäinen was merged into YIT Corporation on 1 February 2018.

The Nomination Board further proposes that the general meeting elects Ms Annika Paasikivi 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 based on a recommendation from the Audit Committee that the current auditor of the company, Deloitte 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.

The Board of Directors notes that its recommendation is free from influence by a third party, and the Board of Directors is not subject to compliance with any such clauses referred to in Article 16(6) of the EU Audit Regulation (537/2014) that would restrict the choice as regards the appointment of a statutory auditor or audit firm.

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.

Own shares may be repurchased on the basis of the authorisation in order to finance or carry out acquisitions or other business transactions, in order to develop the company's capital structure, to improve the liquidity of the company's shares, to be disposed for other purposes or to be cancelled.

This authorisation will revoke the earlier authorisation granted by the general meeting on 20 March 2017 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.

The Board of Directors proposes that the authorisation be used for the financing or execution of any acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive plans or for other purposes subject to the Board of Directors’ decision.

This 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.


Uponor Corporation


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


DISTRIBUTION:
Nasdaq Helsinki
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www.uponor.com
www.investors.uponor.com   



Uponor in brief

The year 2018 marks Uponor's 100-year anniversary. Our success is built on strong partnerships with our customers and stakeholders in the past, present and future.

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 4,000 employees in 30 countries, mainly in Europe and North America. In 2017, Uponor's net sales totalled nearly €1.2 billion. Uponor is based in Finland and listed on Nasdaq Helsinki. Uponor builds on you - www.uponor.com