Notice to the Annual General Meeting of Uponor Corporation
Uponor Corporation Stock exchange release 10 February 2022 8:05 EET
Notice to the Annual General Meeting of Uponor Corporation
The company's Board of Directors has decided on an exceptional meeting procedure pursuant to temporary law (375/2021) approved by the Finnish Parliament on 7 May 2021. In order to limit the spread of the COVID-19 pandemic, the company has decided to take the steps permitted by the temporary law to hold the Annual General Meeting in a predictable manner, taking into account the health and safety of shareholders, company personnel and other stakeholders. Therefore, it is not possible to attend the meeting in person.
The shareholders of Uponor Corporation are hereby summoned to the Annual General Meeting to be held on Tuesday 15 March 2022 at 15:00 at Itämerentori 2, 1st floor, Helsinki. The Annual General Meeting will be held without shareholders’ and their proxy representatives’ physical presence at the meeting venue. The company's shareholders and their proxy representatives may attend the meeting and exercise their shareholder rights only by voting in advance and submitting counter-proposals and questions in advance. Instructions for shareholders can be found in part C instructions for the participants in the general meeting.
Shareholders also have the opportunity to follow the Annual General Meeting as a webcast, subject to the registration and advance voting having been completed in accordance with these instructions. For further instructions, please refer to part C. “Instructions for the participants in the general meeting” of this notice. The webcast will be held only in Finnish. Shareholders are requested to note that following the meeting via the webcast is not considered as official participation in the meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast. The webcast will be held only if it can be arranged in compliance with all the regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic.
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
Mr Mikko Heinonen, Attorney-at-Law, will act as the Chairman of the meeting. If, due to a well-grounded reason, Mikko Heinonen does not have the opportunity to serve as Chairman, the Board of Directors shall appoint the person it considers best as the Chairman.
3. Election of person to scrutinise the minutes and to supervise the counting of votes
Reetta Härkki, Master of Laws trained on the bench, will act as the person to scrutinise the minutes and to supervise the counting of votes. If, due to a well-grounded reason, Reetta Härkki does not have the opportunity to serve as the person to scrutinise the minutes and to supervise the counting of votes, the Board of Directors shall appoint the person it considers best as the person 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
Shareholders who have voted in advance during the period for advance voting and who have the right to participate in the meeting in accordance with Chapter 5 Sections 6 and 6a of the Companies Act are considered to be shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd and Innovatics Oy.
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors as well as the auditor’s report and the consolidated auditor’s report for the year 2021
- Review of the business by the President & CEO
As the Annual General Meeting can only be attended by advance voting, the annual report published by the company on 22 February 2022, which includes the company's financial statements, the report of the Board of Directors and the auditor's report and is available on the company's investor website, is considered presented to the Annual General Meeting. The review of the business by the President & CEO is presented to the Annual General Meeting during the webcast, which can be followed by the shareholders as described in part C section 5 below.
7. Adoption of the financial statements and the consolidated financial statements
8. 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 €0.67 per share be distributed for the financial period 2021. The dividend shall be paid in two instalments. The first instalment of €0.33 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 17 March 2022. The payment date proposed by the Board for this instalment is 24 March 2022.
The second instalment of €0.34 per share shall be paid in September 2022. The second instalment shall be paid to a shareholder registered as a shareholder in the shareholder 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 13 September 2022. The dividend record date for the second instalment would be 15 September 2022 and the dividend payment date 22 September 2022.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability for the financial period 1 January 2021 – 31 December 2021
10. Handling of the Remuneration Report for Governing Bodies
As the Annual General Meeting can only be attended by advance voting, the Remuneration Report for Governing Bodies published as a stock exchange release by the company on 10 February 2022, which is available on the company’s investor website at uponorgroup.com/en-en/investors/remuneration is considered presented to the Annual General Meeting. Additionally the Remuneration Report for Governing Bodies is presented to the Annual General Meeting during the webcast, which can be followed by the shareholders as described in part C section 5 below.
11. Adoption of the Remuneration Policy for Governing Bodies
As the Annual General Meeting can only be attended by advance voting, the Remuneration Policy for Governing Bodies published as a stock exchange release by the company on 10 February 2022, which is available on the company’s investor website at uponorgroup.com/en-en/investors/remuneration is considered presented to the Annual General Meeting. Additionally the Remuneration Policy for Governing Bodies is presented to the Annual General Meeting during the webcast, which can be followed by the shareholders as described in part C section 5 below.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the general meeting that the yearly remuneration to the members of the Board of Directors shall be increased and to be: €100,000 (2021: €90 000) for the Chair of the Board, €58,000 (2021: €51 000) for the Deputy Chair of the Board, €58,000 (2021: €51 000) for the Chair of the Audit Committee, €58 000 for the Chair of the Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well) and €48,000 (2021: €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/or by conveying Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January-June 2022. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2022.
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 €800 (2021: €600) for meetings held at the country of residence of the member, €1,600 (2021: €1 200) for meetings held elsewhere on the same continent, and €3,000 (2021: €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 the additional remuneration (€600) for the Chairs of the Board and the Board committees to be paid for each respective meetings shall be removed.
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 and Chair of the Board of Directors
The Nomination Board proposes to the general meeting that Ms Pia Aaltonen-Forsell, Mr Johan Falk, Mr Markus Lengauer, Mr Michael G. Marchi and Ms Annika Paasikivi, currently members of the Board of Directors, be re-elected as members of the Board of Directors for the following term of office.
Casimir Lindholm has notified that he is no longer available for re-election.
The Nomination Board proposes that Ms Susanne Skippari (b.1974, Master of Science (Econ.)) be elected as a new member of the Board of Directors for the following term of office. She is currently working as Executive Vice President, Human Resources at KONE and is a member of KONE’s Executive Board. Ms Skippari has been working in various HR roles in KONE and Nokia. She has gained vast experience in strategy creation and execution, in leveraging culture, resourcing and talent to competitive advantage.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at the company, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company, the Board diversity principles are observed and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
The Nomination Board further proposes that the general meeting elects Ms Annika Paasikivi as the Chair of the Board.
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 to the general meeting, based on a recommendation from the Audit Committee, that KPMG Oy Ab, a company of Authorised Public Accountants, be re-elected as the auditor of the company for the following term of office. KPMG Oy Ab has announced that the principally responsible auditor would be Anders Lundin (APA). 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.
17. 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 18 March 2021 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.
18. 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 will revoke the earlier authorisation granted by the general meeting on 18 March 2021 to resolve on the issuance of shares.
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.
19. Closing of the meeting
B. Documents of the general meeting
The above mentioned resolution proposals relating to the agenda of the general meeting, the Remuneration Report and the Remuneration Policy for Governing Bodies as well as this notice are available for shareholders’ inspection on the company’s investor website at uponorgroup.com/en-en/investors/governance/agm-2022. Uponor Corporation’s financial statements, the Board of Directors’ report and auditor’s report will be available on the website no later than 22 February 2022. Copies of these documents will be sent to a shareholder upon request. The minutes of the general meeting will be available on the company’s investor website on no later than 29 March 2022.
No separate invitation to the Annual General Meeting will be sent.
C. Instructions for the participants in the general meeting
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. A shareholder and his/her proxy representative may attend the Annual General Meeting and exercise his/her respective rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with part C of the notice.
Link to the webcast and password required to follow the meeting via the webcast will be sent by email and SMS message to the email address and telephone number provided upon registration. Following the meeting via the webcast is possible only for the shareholders registered in the shareholders’ register on the record date of the general meeting or their proxy representatives. Following the meeting via the webcast is not considered as official participation in the meeting. Attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes.
1. Shareholders registered in the shareholders’ register
A shareholder, who on the record date of the general meeting, 3 March 2022, 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 may participate in the Annual General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance as described in this notice.
2. Registration and voting in advance
Registration and advance voting will begin on 17 February 2022 after the deadline for counter-proposals qualifying for voting has expired. A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the general meeting by voting in advance, shall register for the meeting and vote in advance no later than Tuesday 8 March 2022 at 10:00 EET (Finnish time), by which time the registration and votes must be received.
In connection with the registration, a shareholder shall notify the requested information such as his/her name, personal identification number and contact details. The personal data given to Uponor Corporation or Innovatics Oy is used only in connection with the general meeting and with the processing of related registrations. More information on the usage of the personal data can be found from uponorgroup.com/en-en/investors/governance/agm-2022.
Shareholders holding a Finnish book-entry account may register and vote in advance for certain items on the agenda of the Annual General Meeting between 17 February 2022 and 8 March 2022 at 10:00 in the following ways:
a) via the company’s investor website at uponorgroup.com/en-en/investors/governance/agm-2022
- Electronic registration and advance voting require strong identification of the shareholder or his/her legal representative or the proxy representative via Finnish or Swedish online bank service or mobile certificate.
- One can register and vote in advance on behalf of another person or a company via proxy or by using the suomi.fi authorisation. In the event a proxy document is used, such shall be attached to the website in connection with the registration and advance voting.
- Electronic registration and advance voting is considered as official participation in the Annual General Meeting
b) by mail or email by submitting the advance voting form, which is available on the company’s website at uponorgroup.com/en-en/investors/governance/agm-2022, or corresponding information by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi.
- If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email, the submission of votes before the end of the registration and advance voting period is considered as official participation in the Annual General Meeting, provided that the shareholder’s message includes the information required for registration set out in the advance voting form.
Voting instructions and the voting form are available on the company's investor website at uponorgroup.com/en-en/investors/governance/agm-2022 as of 16 February 2022 at the latest. Further information is also available by telephone from +358 10 2818 909 on weekdays at 9–12 EET and 13–16 EET.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting through a proxy representative. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative must identify to the electronic registration service and advance voting in person with strong identification, after which he/she will be able to register and vote in advance on behalf of the shareholder he/she represents.
A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the general meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
A proxy and voting instruction template will be available on the Company’s website at uponorgroup.com/en-en/investors/governance/agm-2022 as of 16 February 2022, at the latest. When registering by mail or email, a proxy representative shall deliver the duly completed and signed proxy documents together with the duly completed and signed advance voting form in accordance with the instructions on the form by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi. When registering via the electronic registration and advance voting service on company’s website at uponorgroup.com/en-en/investors/governance/agm-2022, the proxy documents shall be attached to the service. Proxy documents should be delivered before the last date for registration (8 March 2022 at 10:00 EET), by which time the proxy documents must be received.
4. 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. 3 March 2022. 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 10 March 2022 at 10:00 EET (Finnish time). This constitutes the required registration for the general meeting for nominee registered shares. Changes in the shareholding after the record date of the general meeting do not have any impact on the right to participate in the general meeting nor on the number of votes.
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 in the temporary shareholders’ register of the company at the latest by the time stated above, i.e. 10 March 2022 at 10:00 EET, and to arrange advance voting on behalf of a nominee-registered shareholder.
More information is also available on the company's investor website at uponorgroup.com/en-en/investors/governance/agm-2022.
5. Making counter-proposals, requesting information and other instructions and information
Shareholders holding at least one hundredth of all the company's shares have the right to make a counter-proposal qualifying for voting to the proposals on the agenda of the Annual General Meeting. Such counter-proposals must be submitted to the Company by email to agm@uponor.com no later than on 15 February 2022 at 16:00 EET (Finnish time). Shareholders presenting a counter-proposal must submit a statement of their ownership in connection with the submission of the counter-proposal. The counter-proposal will be considered at the Annual General Meeting on condition that the shareholder has the right to participate in the Annual General Meeting and the shareholder owns at least one hundredth of all the company's shares on the record date of the Annual General Meeting. If the counter-proposal is not considered at the Annual General Meeting, the votes cast in favour of the counter-proposal shall be disregarded. The company will publish any counter-proposals to be put to vote on the company's investor website uponorgroup.com/en-en/investors/governance/agm-2022 no later than 16 February 2022.
A shareholder has the right to request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act, until 1 March 2022 at 16:00 EET (Finnish time) via the electronic registration and advance voting service on the company's investor website at uponorgroup.com/en-en/investors/governance/agm-2022 or by email to agm@uponor.com. The requests must be received by the deadline mentioned above. Such requests from shareholders, respective answers of the company's management and any counter-proposals not qualifying for voting will be available on the company's investor website uponorgroup.com/en-en/investors/governance/agm-2022 no later than 4 March 2022. The precondition for requesting information and making counter-proposals is that the shareholder submits a sufficient statement of his or her shareholding.
On the date of release of this notice to the general meeting 10 February 2022, the total number of shares in Uponor Corporation is 73,206,944, each of which represents one vote. The total number of shares, on the date of the release, includes 634,206 shares held by Uponor Corporation, which do not have a voting right at the general meeting. Accordingly, the maximum total number of votes available at the general meeting amounts to 72,572,738. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the general meeting or the number of voting rights held in the general meeting.
Shareholders and their proxy representatives have the opportunity to follow the Annual General Meeting as a webcast transmission subject to the registration and advance voting having been completed in accordance with these instructions. The webcast will be held only in Finnish. Shareholders are requested to note that following the meeting via the webcast is not considered as official participation in the meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast. Attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes. Shareholders are requested to note that the webcast will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic.
Vantaa 9 February 2022
Uponor Corporation
Board of Directors
Susanna Inkinen
Vice President, Communications and Corporate Responsibility
Tel. +358 20 129 2081
DISTRIBUTION:
Nasdaq Helsinki
Media
www.uponorgroup.com
Uponor in brief
Uponor is rethinking water for future generations. Our offering, including safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure, enables a more sustainable living environment. We help our customers in residential and commercial construction, municipalities and utilities, as well as different industries to work faster and smarter. Uponor employs about 3,900 professionals in 26 countries in Europe and North America. In 2021, Uponor's net sales totalled approximately €1.3 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com
