Articles of association

1 § Trade name and registered office of the company

The trade name of the company is Uponor Oyj, and its parallel name in English is Uponor Corporation. 

The registered office of the company is located in Helsinki, Finland.

2 § Company's field of activity

The objects of the company are to develop, manufacture and trade in building, utility and environmental engineering systems and related products and to provide services related thereto. Additionally, the company may carry on real estate and other industrial business activities, trade in securities and pursue other investment activities. The company also serves as the parent company of the group of companies formed by it.

3 § Book entry securities system

The shares of the company are registered in the book entry securities system.

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 three (3) and maximum of seven (7) ordinary 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 Chairman from among its members for a term of one (1) year at a time. If the Chairman of the Board of Directors resigns in the middle of his/her term or is permanently unable to carry out his/her duties, the Board of Directors may elect a new Chairman from among its members for the remaining term of office.
 
A quorum is present at the meetings of the Board of Directors when more than half of the members are in attendance.

5 § President and CEO

The company shall have a President and CEO appointed by the Board of Directors who shall be responsible for the day-to-day administration of the company in accordance with the instructions and directives issued by the Board of Directors.

6 § Powers of representation

The company shall be represented severally by the President and CEO and the Chairman of the Board of Directors as well as jointly by any two members of the Board of Directors.

Any decision on authorization to represent the company per procurationem or otherwise shall be made by the Board of Directors.

7 § Financial year

The accounts of the company shall be closed annually on 31 December.

8 § Auditors

The company has one auditor, which shall be an auditing agency registered in the official register maintained by the Finnish Patent and Registration Office.

The term of the auditor shall end at the closing of the first Annual General Meeting following the election.

9 § Notice of a meeting of shareholders

The notice of a meeting of shareholders shall be served by the Board of Directors. The notice of a meeting of shareholders shall be advertised on the company website no earlier than two (2) months and no later than three (3) weeks prior to the meeting, and it shall not be served later than nine (9) days prior to the record date of the meeting. In addition, the company may advertise the time and place of the meeting of shareholders and the address of the company website in one or more newspapers.

In order to be entitled to participate in a general meeting, the shareholders shall notify the company of their attendance by the date indicated in the notice of the meeting which cannot be earlier than ten (10) days prior to the meeting. Since the shares of the company are registered in the book entry securities system, the provisions of the Limited Liability Companies Act concerning the entitlement to attend the general meeting of shareholders must be taken into account.

The general meeting of shareholders can be held in Helsinki, Espoo or Vantaa. In addition, the Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.

10 § The Annual General Meeting

The Annual General Meeting of shareholders shall be held by the end of June each year.

In the meeting, the following shall be:

handled
1. the financial statements, including consolidated financial statement, the annual report;
2. the auditor's report;

resolved upon
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. the granting of discharge from liability to the members of the Board of Directors and the Managing Director;
6. the adoption of remuneration policy, when necessary;
7. the adoption of the remuneration report;
8. the remuneration of the members of the Board of Directors;
9. the number of the members of the Board of Directors;

elected
10. the members of the Board of Directors and the Chair of the Board of Directors;
11. the auditor.