Resolutions by Uponor Corporation’s Annual General Meeting

Uponor Corporation                    Stock exchange release                       15 March 2012  18.15 EET

Resolutions by Uponor Corporation’s Annual General Meeting

Uponor Corporation’s Annual General Meeting approved the proposed dividend of €0.35 per share for 2011. The existing Board members were re-elected, with the exception of Aimo Rajahalme, who was succeeded by Jari Rosendal as a new member. The AGM approved all Board proposals, including authorisations to repurchase own shares and to decide on a share issue, as well as the establishment of a Nomination Board. The proposals can be viewed in detail at > Investors.

The AGM adopted the financial statements and the consolidated financial statements for 2011, 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 27 March 2012, the record date being 20 March 2012.

Held in Helsinki, Finland, the AGM was chaired by Tomas Lindholm, Attorney-at-Law.

Authorisation to repurchase the company’s own shares

The Board of Directors was authorised to buy back a maximum of 3.5 million of the company’s own shares, which equals 4.8 per cent of the total number of shares of the company. These shares will be bought back using distributable earnings from unrestricted equity. The authorisation is valid until the end of the next annual general meeting and for no longer than 18 months.

Authorisation to issue shares

The Board of Directors was authorised to resolve on issuing a maximum of 7.2 million new shares or transferring the company’s own shares. The maximum amount of issued shares is 9.8 per cent of the total number of the shares of the company. The Board of Directors is authorised to resolve on the conditions of share issuance. The authorisation is valid for three years.

Election of Directors and the Auditor

Existing Board members Jorma Eloranta, Eva Nygren, Jari Paasikivi, Anne-Christine Silfverstolpe Nordin and Rainer S. Simon were re-elected. Mr Jari Rosendal (b. 1965) was elected as a new member. Rosendal acts as Executive Vice President in the listed Finnish company Outotec Oyj.

Deloitte and Touche Oy, authorised public accountants, was re-elected as the auditor of the corporation.

Board remuneration

There were no changes to the Board’s annual remuneration and the following annual fees were agreed: €71,000 for the Chairman, €49,000 for the Deputy Chairman, and €44,000 for ordinary members. Approximately 40% shall be paid in Uponor Corporation shares, bought through public trading, and the rest in cash. Additionally, a separate fee is paid to Board members for all board and committee meetings.

Establishment of the Nomination Board

The general meeting resolved to establish a permanent Nomination Board comprising 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 members of the Board of Directors. The Board of Directors argues that it is in the interests of the company and its shareholders for the biggest shareholders of the company to participate in preparations for the election and remuneration of Board members.


Further information: 
Reetta Härkki, General Counsel, Tel. +358 20 129 2835


Uponor Corporation

Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852


NASDAQ OMX - Helsinki


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.