Resolutions by Uponor Corporation's Annual General Meeting
Uponor Corporation Stock exchange release 17 March 2015 18.26 EET
Resolutions by Uponor Corporation’s Annual General Meeting
Uponor Corporation’s Annual General Meeting approved the proposed dividend of €0.42 per share for 2014. The existing Board members were re-elected, with the exception of Rainer S. Simon, who was succeeded by Markus Lengauer as a new member of the Board. The AGM approved all Board and Nomination Board proposals, including the authorisations to repurchase own shares and to issue shares. The proposals can be viewed in detail at http://investors.uponor.com.
The AGM adopted the financial statements and the consolidated financial statements for 2014, and released the Board members and the President and CEO from liability.
In his opening remarks, Chair of the Board, Jorma Eloranta stated that the Board proposes a share repurchase authorisation but no plans exist to initiate the buyback.
The dividend will be paid out on 26 March 2015, the record date being 19 March 2015.
Held in Helsinki, Finland, the AGM was chaired by Mikko Heinonen, 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 resolve on the issuance of 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, 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. This authorisation is valid until the end of the next annual general meeting.
Election of Directors and the Auditor
Existing Board members Jorma Eloranta, Timo Ihamuotila, Eva Nygren, Annika Paasikivi and Jari Rosendal were re-elected. Dr Markus Lengauer, Austrian citizen, was elected as a new member.
Deloitte and Touche Oy, authorised public accountants, was re-elected as the auditor of the corporation.
The annual remuneration of the Board remained unchanged, with one exception: the remuneration of the Chair of the Board was raised from €71,000 to €88,000. The annual fees are thus: €88,000 for the Chair, €49,000 for the Deputy Chair, €49,000 for the Chair of the Audit Committee 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.
Reetta Härkki, General Counsel, Tel. +358 20 129 2835
Vice President, Communications
Tel. +358 20 129 2852
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. The Group employs approx. 4,000 persons, in 30 countries. In 2014, Uponor's net sales exceeded €1 billion. Uponor Corporation is listed on NASDAQ Helsinki in Finland. www.uponor.com