Uponor Corporation Stock exchange release 17 March 2010
Resolutions by Uponor Corporation's Annual General Meeting
Uponor Corporation's Annual General Meeting approved the proposed dividend of
EUR 0.50 per share for 2009. The Board composition remained unchanged. The AGM
approved all Board proposals, including the authorisation to repurchase a
maximum of 3.5 million of the company's own shares.
The AGM adopted the financial statements of Uponor Corporation and the Uponor
Group for 2009 and released the Board members and the managing director from
liability. The Chairman of the Board, Jari Paasikivi stated that the Board
would not consider initiating a share buyback at this stage.
The dividend will be paid out on 30 March 2010, the record date being 22 March
The AGM, held in Helsinki, Finland, was chaired by Tomas Lindholm,
Election of Directors and the Auditor
The number of Board members was resolved on five, with Jorma Eloranta, Jari
Paasikivi, Aimo Rajahalme, Anne-Christine Silfverstolpe Nordin and Rainer S.
Simon being re-elected to the Board.
At its organising meeting following the AGM, the Board of Directors elected
Jari Paasikivi Chairman and Aimo Rajahalme Deputy Chairman, and kept the
existing committees and their members unchanged.
In accordance with the proposal by the Board of Directors, Deloitte and Touche
Oy, a corporation of authorised public accountants accredited by the Central
Chamber of Commerce in Finland, was elected as the auditor of the corporation,
with Mr Mikael Paul, Authorised Public Accountant, as the principal auditor.
There were no changes to the Board's annual remuneration, and the following
annual fees were decided on: 71,000 euros for the Chairman, 49,000 euros for
the Deputy Chairman, and 44,000 euros for ordinary members. Approximately 40%
of the remuneration shall be paid by acquiring Uponor Corporation's shares in
public trading and the rest shall be paid in cash.
It was further decided that a remuneration per meeting shall be paid to the
members of the committees of the Board of Directors amounting to 600 euros to
Finnish residents, 1,200 euros to persons residing elsewhere in Europe, and
2,400 euros to non-European members.
Authorisation to the Board of Directors to buy back the company's own shares
The Board was authorised to resolve, within one year from the date of the
meeting to buy back the company's own shares using distributable earnings from
unrestricted equity. The Board may buy back a maximum of 3.5 million shares,
amounting in total to approximately 4.8 per cent of the total number of the
shares of the corporation.
Shares will be bought back otherwise than in proportion to the existing
shareholdings of the corporation's shareholders, in public trading on the
NASDAQ OMX Helsinki 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, to finance investments, and
to dispose of the shares in some other way, or retain or cancel them. The share
buyback will reduce the corporation's unrestricted equity.
Reetta Härkki, General Counsel, Tel. +358 20 129 2835
Vice President, Communications
Tel. +358 20 129 2852
NASDAQ OMX - Helsinki
Uponor is a leading supplier of plumbing and indoor climate systems for the
residential and commercial building markets across Europe and North America and
a market leader in municipal infrastructure pipe systems in the Nordic
countries. Uponor's key applications include heating and cooling solutions and
tap water systems. The Group employs ca 3,300 persons in 30 countries. In 2009,
Uponor's net sales totalled 730 million euros. Uponor Corporation is listed on
the NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com