Notice to the Annual General Meeting of Uponor Corporation
Uponor Corporation Stock exchange release 23 February 2012 9.00 EET
Notice to the 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 2012 at 17.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the attending shareholders and the distribution of voting tickets will commence at 16.00. Coffee will be served after the meeting.
A. Matters on the agenda of the general meeting
At the general meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review of the business in 2011 by the Managing Director
7. Presentation of the financial statements, the consolidated financial statements and the report of the Board of Directors for the year 2011
8. Presentation of the auditor’s report and the consolidated auditor’s report for the year 2011
9. Adoption of the financial statements and the consolidated financial statements
10. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of €0.35 per share be distributed for the financial period 2011. The dividend will be paid to a shareholder registered as a shareholder in the shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend payment on 20 March 2012. The dividend will be paid on 27 March 2012.
11. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
12. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes to the general meeting that the yearly remuneration to the members of the Board of Directors shall be: €71,000 for the Chairman of the Board, €49,000 for the Deputy Chairman of the Board and €44,000 for other members of the Board. The Nomination Board proposes that 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. The Nomination Board proposes that travel expenses related to Board meetings shall be paid according to the travel policy of the company.
The Nomination Board further proposes that a remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €600 for meetings held at the home country of the member, €1,200 for meetings held elsewhere in Europe, and €2,400 for meetings held outside of Europe. The remuneration paid for telephone meetings shall be the remuneration for meetings held at the home country of the member.
A group of shareholders representing approximately 34.6 per cent of Uponor shares and voting rights supports the proposal.
13. Resolution on the number of the members of the Board of Directors
The Nomination Board proposes to the general meeting that the number of Board members shall be six.
14. Election of the members of the Board of Directors
The Nomination Board proposes to the general meeting that the present members Mr Jorma Eloranta, Ms Eva Nygren, Mr Jari Paasikivi, Ms Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-elected to the Board and that Mr Jari Rosendal shall be elected as a new member.
A group of shareholders representing approximately 34.6 per cent of Uponor shares and voting rights supports the proposal.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the general meeting that the remuneration to the auditor to be elected shall be paid as per invoice approved by the company.
16. Election of the auditor
The Board of Directors proposes that Deloitte & Touche Oy, a company of authorised public accountants accredited by the Central Chamber of Commerce of Finland, be re-elected as the auditor of the company. The Board of Directors also proposes that the general meeting request the auditor to give a statement on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors’ proposal for distribution of funds.
17. Resolution on the establishment of the Nomination Board
The Board of Directors proposes that the general meeting resolves to establish a 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. The duties of the Nomination Board shall be to:
a) prepare the proposal for the appointment of the members of the Board of Directors to be presented to the general meeting
b) prepare the proposal to the general meeting on matters pertaining to the remuneration of the members of the Board of Directors
c) look for prospective successors for the members of the Board of Directors
d) present the proposals on the members of the Board of Directors and the members’ remuneration to the general meeting.
The Nomination Board shall be comprised of the three largest shareholders or representatives of such shareholders, in addition to which the chairman of the Board of Directors shall act as an expert member. The three largest shareholders who on 31 August 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. 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 30 August 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. The Nomination Board shall constitute a quorum when a majority of the members are present.
The Nomination Board is convened by the chairman of the Board of Directors and it shall elect a chairman amongst its members. 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.
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.
18. Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes that the Board be authorised to resolve to repurchase, on one or more occasion, the company’s own shares using distributable earnings from unrestricted equity as follows:
The Board of Directors is authorised to resolve on the repurchase of no more than 3,500,000 of the company’s own shares amounting in total to approximately 4.8 per cent of the total number of the shares of the company.
The Board of Directors shall resolve how the shares shall be repurchased. Shares may be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
The company’s own shares may be repurchased at the market price quoted at the time of the repurchase in public trading, as provided by the regulations on public trading of shares.
This authorisation will revoke the earlier authorisation granted by the general meeting on 15 March 2011 to resolve on the repurchase the company’s own shares.
This authorisation is valid until the end of the next annual general meeting, however, not longer than 18 months from the date of this general meeting.
19. Authorising the Board of Directors to resolve on the issuance of shares
The Board of Directors proposes to the general meeting to authorise the Board of Directors to resolve on issuing new shares or transferring the company’s own shares on one or more occasion as follows:
By virtue of the authorisation, the Board of Directors is entitled to resolve on issuing a maximum of 7,200,000 new shares, or transferring the company’s own shares amounting in total to approximately 9.8 per cent of the total number of the shares of the company. The Board of Directors is authorised to resolve on all the conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorisation includes the possibility to issue own shares to the company for free.
This authorisation is valid for three years from the date of this general meeting.
20. Availability of the minutes of the meeting
21. Closing of the meeting
B. Documents of the general meeting
The above mentioned resolution proposals relating to the agenda of the general meeting as well as this notice are available for shareholders’ inspection on the company’s website at www.uponor.com > Investors. Uponor Corporation’s Financial Statements will be available on the website no later than 23 February 2012. The proposals for decisions and the other above-mentioned documents are also available at the general meeting. Copies of these documents will be sent to a shareholder upon request.
No separate invitation to the Annual General Meeting will be sent.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 5 March 2012 in the shareholders’ register of the company, held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than 12 March 2012 at 10:00 EET (Finnish time), by which time the registration shall arrive at the company. The registration can be made:
- via the company’s website at www.uponor.com > Investors or
- by fax +358 20 129 2851 or
- by telephone +358 20 129 2837/ Ms Carita Etelämäki on week days from 9:00 to 15:00 EET (Finnish time) or
- by mail addressed to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511 Vantaa, Finland.
In connection with the registration, a shareholder shall notify his/her name, the personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative in question. The personal data given to Uponor Corporation is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, if necessary, be able to prove his/her identity and/ or right of representation in the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of any shares that would entitle him/her to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. on the record date of the general meeting, 5 March 2012. The right to participate in the general meeting requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 12 March 2012 at 10:00 EET (Finnish time). This constitutes the required registration for the general meeting for nominee registered shares.
A holder of nominee registered shares is therefore advised to request from his/her custodian bank, without delay, any necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and the registration for the general meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares who wants to participate in the general meeting in the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting represented by several proxy representatives who each have shares in different securities accounts, each proxy representative’s shares shall be identified in connection with the registration for the general meeting.
Possible proxy documents are requested to be delivered in original copy to Uponor Corporation, Legal Affairs, P.O. Box 37, FI - 01511 Vantaa, Finland, before the final date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the general meeting, the total number of shares in Uponor Corporation is 73,206,944, and the total number of votes is 73,206,944 votes.
The voting ticket to the shareholder or proxy representative will be handed out upon registration at the general meeting.
Vantaa 10 February 2012
Uponor Corporation
Board of Directors
Uponor Corporation
Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852
DISTRIBUTION:
NASDAQ OMX - Helsinki
Media
www.uponor.com
Uponor is a leading international provider of plumbing and indoor climate solutions for residential and commercial building markets across Europe and North America. In Northern Europe, Uponor is also a prominent supplier of infrastructure pipe systems. Uponor offers its customers solutions that are sustainable and safe and reliable to own and operate. The Group employs approx. 3,200 persons, in 30 countries. In 2011, Uponor's net sales totalled ca €800 million. Uponor Corporation is listed on NASDAQ OMX Helsinki in Finland. http://www.uponor.com.