Uponor Corporation Stock exchange release 16 February 2007 8:00
Notice of Annual General Meeting of Uponor Corporation
The shareholders of Uponor Corporation are hereby summoned to the
Annual General Meeting to be held on Thursday, 15 March 2007 at 5.00
p.m. at Finlandia Hall, Hall A, Mannerheimintie 13 e, entrances M1 and
K1, Helsinki, Finland. The registration of the attending shareholders
will begin at 4.00 p.m. Coffee will be served after the meeting.
The matters belonging to the annual general meeting of shareholders
according to law and Article 10 of the Articles of Association shall
be addressed at this meeting.
In addition, the following Board of Directors proposals will be
discussed at the meeting:
1. Distribution of profits
The Board of Directors proposes that a dividend of EUR 1.40 per share
be distributed for financial period 2006. The dividend will be paid to
a shareholder registered as a shareholder in the shareholder register
maintained by Finnish Central Securities Depository Ltd on the record
date 20 March 2007. The dividend will be paid on 27 March 2007.
2. Authorisation to the Board of Directors to buy back own shares
The Board of Directors proposes that the Board be authorised to
resolve within one (1) year from the date of the meeting to buy back
own shares using distributable earnings from unrestricted equity.
The Board of Directors is authorised to resolve on buying back no more
than 3,500,000 own shares amounting in total approximately 4.8 per
cent of the total number of the shares of the corporation.
Shares will be bought back, upon the decision of the Board, otherwise
than in proportion to the existing shareholdings of the corporations
shareholders, in public trading on the Helsinki Stock Exchange at the
market price quoted at the time of the buyback, as provided by the
regulations on public trading of shares. The corporation will buy back
its own shares to use them as consideration in connection with any
company acquisitions and other industrial restructuring, to develop
the capital structure of the corporation, finance investments, to
dispose of the shares in some other way or cancel them. The share
buyback will reduce the corporations unrestricted equity.
3. The Board of Directors proposal for the amendment to Articles 3,6
and 10 of the Articles of Association
The Board proposes that the meeting decides to amend the Articles of
Association based on the new Finnish Companies Act effective as of 1
September 2006 as follows:
- The title is proposed to be Book-entry securities system
- References to minimum capital, authorised capital and nominal value
shall be removed
- Reference according to which each share entitles its holder to one
(1) vote at the general meeting of shareholders shall be removed
- It will be stated that the companys shares are included in the book-
entry securities system.
- The provision regarding the right to represent the company shall be
amended to comply with the terminology of the new Finnish Companies
- The agenda of the annual general meeting shall be amended to
correspond with the new Finnish Companies Act.
Financial Statements and Annual Report
The Financial Statements and the Board of Directors proposals with
appendices will be available for shareholders inspection at the
Corporate Head Office, Robert Huberin tie 3 B, Vantaa, Finland, from
Thursday, 8 March 2007. Any copies of these documents will be sent to
a shareholder upon request. The Financial Statements and the Board of
Directors proposals are also available on the corporations website
The Annual Report 2006 as well as a written notice of the general
meeting, as required in Chapter 5, Article 20 of the Finnish Companies
Act, will be sent before the meeting to shareholders, whose address is
known to the corporation.
Right to attend the meeting
A shareholder is entitled to attend the general meeting and exercise
his/her right to vote if (s)he will have
1. Been registered as the corporations shareholder in the shareholder
register, maintained by Finnish Central Securities Depository Ltd, on
Monday, 5 March 2007 and
2. Notified the corporation of his/her attendance by 4.00 p.m. on
Thursday, 8 March 2007.
A shareholder whose shares have not been registered in his/her
personal book-entry securities account (a nominee registered
shareholder) can be temporarily entered in the shareholder register on
5 March 2007 if (s)he wishes to attend the meeting. In this case,
(s)he should contact his/her account manager well before said date.
A shareholder can notify the corporation of his/her attendance by
- e-mail via our website at www.uponor.com or
- fax +358 20 129 2851 or
- telephone +358 20 129 2837/ Marjo Kuukka or
- mail addressed to Uponor Corporation, Legal Services, P.O. Box 37,
FI-01511 Vantaa, Finland.
The deadline for registrations is Thursday, 8 March 2007, 4.00 p.m.
Proxies, if any, should also be submitted by this deadline.
Board of Directors
For additional information, please contact:
General Counsel Pekka Holopainen, tel. +358 20 129 2835.
Helsinki Stock Exchange