Uponor Corporation Shareholders’ Nomination Board Charter

Establishment

In March 2012, the Annual General Meeting resolved to establish a permanent Nomination Board comprising of shareholders or representatives of shareholders to annually prepare the proposals for the election of the members of the Board of Directors and the remuneration of the members of the Board of Directors. In March 2019 the annual general meeting resolved on revisions to the Nomination Board Charter.

Duties

The duties of the Nomination Board shall be to:

  • prepare the proposal for the appointment of the members of the Board of Directors to be presented to the general meeting
  • prepare the proposal to the general meeting on matters pertaining to the remuneration of the members of the Board of Directors
  • prepare the proposal to the general meeting for the appointment of the Chair of the Board of Directors
  • look for prospective successors for the members of the Board of Directors
  • present the proposals on the members of the Board of Directors and the members' remuneration to the general meeting.

The Nomination Board shall, as a rule, present its proposal to the Board of Directors of the company by the end of January and, in the minimum, four weeks prior to the general meeting in the same year as the general meeting is being held.

Composition

The Nomination Board shall be comprised of the three largest shareholders or representatives of such shareholders, in addition to which the Chair of the Board of Directors shall act as an expert member. Its members nominated in May 2021 are Ville Kivelä (Oras Invest Oy), Henrika Vikman (Nordea Funds Oy) and Reima Rytsölä (Varma Mutual Pension Insurance Company), as well as Chair of the Board Annika Paasikivi (expert member). The Nomination Board elected Ville Kivelä to continue as Chair of the Nomination Board.

The three largest shareholders who on 30 April preceding the general meeting are registered in the shareholders' register of the company, held by Euroclear Finland Ltd., and have the largest share of all the voting rights, shall have the right to appoint the members representing the shareholders to the Uponor Corporation Shareholders’ Nomination Board. The holdings of a shareholder, held in several funds or registers, who according to the Securities Market Act has an obligation to disclose changes in ownership (notified shareholdings), will be calculated together when counting the voting rights, if the shareholder so requests in writing to the Board of Directors, at the latest on 29 April preceding the general meeting.

If a shareholder does not wish to use the right to appoint a member, the right shall pass on to the next biggest shareholder in to the shareholders' register, who otherwise would not have a right to appoint a member.

Quorum

The Nomination Board shall constitute a quorum when a majority of the members are present. Decisions of the Nomination Board shall be made unanimously.

Meetings

The Nomination Board is convened by the Chair of the Board of Directors and it shall elect a Chair amongst its members.

Purpose

The Board of Directors of Uponor Corporation argues that it is in the interest of the company and its shareholders that the biggest shareholders of the company participate in the preparation of the election and remuneration of the members of the Board of Directors.