Amendment to the Articles of Association of Uponor Corporation registered
The amendment to the Articles of Association approved by the Annual General
Meeting of Uponor Corporation has today been entered in the Trade Register. The
amendment was based on the new Finnish Companies Act effective as of 1
September 2006. Amendments were made to Articles 3, 6 and 10.
The Articles of Association of Uponor Corporation now read as follows:
Article 1 Name and domicile of the company
The name of the company is Uponor Oyj, and its parallel name in English is
The domicile of the company is Helsinki.
Article 2 Object of the company
The object of the company is to develop, manufacture and trade systems
solutions for housing, building and environmental technologies, as well as to
supply related services. In addition, the company may be engaged in real estate
business and other industrial operations, securities trading and other
investment activities. The company also operates as the parent company of the
Group formed by it.
Article 3 Book entry securities system
The shares of the company are registered in the book entry securities system.
Article 4 Board of Directors
The administration and proper organization of the operations of the company
shall be arranged by a Board of Directors, comprised of not less than five (5)
and not more than seven (7) ordinary members. The members of the Board of
Directors shall be elected by the Annual General Meeting for one (1) year at a
time. The term of the Board members shall expire at the close of the Annual
General Meeting which shall elect the new Board of Directors.
The Board of Directors shall appoint the Chairman and one (1) Vice Chairman
from among its members for a term of one (1) year at a time.
The Board of Directors shall constitute a quorum if more than half of the
members are present.
Article 5 Managing Director
The company shall have a Managing Director appointed by the Board of Directors;
the Managing Director shall be responsible for the day-to-day administration of
the company in accordance with the instructions and orders of the Board of
Article 6 Right of representation
The Managing Director and the Chairman of the Board of Directors, each alone,
as well as any two members of the Board of Directors jointly, shall have the
right to represent the company.
Article 7 Accounting period
The accounts of the company shall be closed annually on 31 December.
Article 8 Auditors
The company shall have one ordinary auditor that shall be a corporation of
authorized public accountants accredited by the Central Chamber of Commerce.
The term of the auditors shall expire at the close of the Annual General
Meeting first following their election.
Article 9 Notice of general meeting
The notice to a general meeting shall be submitted to the shareholders not
earlier than six (6) weeks and not later than seventeen (17) days prior to the
meeting by means of an advertisement published in two newspapers appearing in
Helsinki one of which shall be a Swedish language paper.
In order to be entitled to participate in a general meeting, shareholders shall
notify the company of their attendance on the day indicated in the notice of
the meeting at the latest; such day may not be earlier than ten (10) days prior
to the meeting.
The general meeting may be held in the domicile of the company, or in Espoo or
Article 10 Annual General Meeting
The Annual General Meeting shall be held annually before the end of June.
At the meeting shall be:
1. the financial statements consisting of the income statement, the balance
sheet and the report on operations;
2. the auditors' report;
3. the adoption of the financial statements;
4. the measures warranted by the profit or loss in accordance with the balance
5. granting discharge from liability to the members of the Board of Directors
and the Managing Director;
6. remuneration of the members of the Board of Directors;
7. the number of the members of the Board of Directors;
8. the members of the Board of Directors;
9. the auditor.
For additional information, please contact:
Pekka Holopainen, General Counsel, Tel. +358 (0)20 129 2835
Tel. +358(0)20 129 2854
Helsinki Stock Exchange