Uponor Corporation Stock exchange release 14 February 2007 09:00
Uponor Board of Directors' proposals to the Annual General Meeting
Uponor Corporation's Board of Directors proposes to the AGM a dividend
of EUR 1.40 per share, a renewal of the authorisation to buy back own
shares and changes to the Articles of Association. The notice of the
AGM to be held at Finlandia Hall, Helsinki, Finland, on 15 March 2007,
will be released on 16 February.
As announced on 8 February 2007 in the stock exchange release on the
financial statements, the Board of Directors proposes that a dividend
of EUR 1.40 per share be distributed for the year 2006. The dividend
shall be paid to a shareholder registered 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.
Proposal for an authorisation 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.
Proposal for the auditor
The Board of Directors proposes that KPMG Oy Ab, a corporation of
authorised public accountants accredited by the Central Chamber of
Commerce of Finland, be re-elected as the auditor of the corporation.
Members of the Board of Directors
An ad hoc nomination committee appointed by the Board from among its
members on 7 December 2006 proposes to the general meeting that the
number of the Board members be increased to six and that the present
members Mr Jorma Eloranta, Mr Pekka Paasikivi, Mr Aimo Rajahalme, Ms
Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-
elected to the Board. In addition, the nomination committee proposes
that Mr Jari Paasikivi be elected as a new member of the Board of
Directors. A group of shareholders representing approx. 37.6 per cent
of Uponor shares and voting rights support the proposal.
Mr. Jari Paasikivi, M.Sc. (Econ.), born 1954, is the President and CEO
as well as member of the Board of Directors of Oras Ltd. He is also a
member of the Board of Oras Invest Ltd and Technology Industries of
Finland, and Deputy Chairman of the Finland Central Chamber of
The Board of Directors proposal for the amendment to the Articles of
The Board proposes that the general 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 provisions regarding the agenda of the annual general meeting
shall be amended to correspond with the new Finnish Companies Act.
The notice of the AGM will be published in two newspapers, Helsingin
Sanomat and Hufvudstadsbladet, and as a stock exchange release on 16
February 2007. The notice of the meeting and the Board of Directors'
proposals with appendices will be available on the corporation's
website at www.uponor.com from the same date.
For additional information, please contact:
General Counsel Pekka Holopainen, tel. +358 20 129 2835.
+358 20 129 2854
Helsinki Stock Exchange