Resolutions by Uponor Corporation’s Annual General Meeting
Uponor Corporation Stock exchange release 16 March 2020 16:05 EET
Resolutions by Uponor Corporation’s Annual General Meeting
Uponor Corporation’s Annual General Meeting (AGM) approved the proposed dividend of €0.53 per share for 2019. The existing Board members were re-elected, with the exception of Eva Nygren who was succeeded by Michael G. Marchi as new member of the Board. Annika Paasikivi was re-elected Chair of the Board. The AGM also approved all other Board and Nomination Board proposals, including the authorisations to repurchase own shares and to issue shares. The proposals can be viewed in detail at https://investors.uponor.com/governance/annual-general-meeting/agm-2020.
The AGM adopted the financial statements and the consolidated financial statements for 2019, and released the Board members and the President and CEO from liability.
A dividend of €0.53 per share shall be distributed for the financial period 2019. The dividend shall be paid in two instalments. The first instalment of €0.26 per share shall 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 18 March 2020. The payment date for this instalment is 25 March 2020.
The second instalment of €0.27 per share shall be paid in September 2020. The second instalment shall be paid to a shareholder registered as a shareholder in the shareholders register maintained by Euroclear Finland Ltd on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for 15 September 2020. The dividend record date for the second instalment would be 17 September 2020 and the dividend payment date 24 September 2020.
Authorisation to repurchase the company’s own shares
The Board of Directors was 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 at the date of the general meeting. 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, however, no longer than 18 months from the date of the general meeting.
Authorisation to resolve on the issuance of shares
The Board of Directors was authorised 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. This authorisation is valid until the end of the next annual general meeting, however, no longer than 18 months from the date of the general meeting.
Election of Directors and the Auditor
Existing Board members Annika Paasikivi (chair), Pia Aaltonen-Forsell, Johan Falk, Markus Lengauer and Casimir Lindholm were re-elected. Michael G. Marchi was elected as a new member.
KPMG Oy Ab, a company of Authorised Public Accountants, was elected as the auditor of the company for the following term of office.
The annual remuneration of the Board is as follows: €90,000 for the Chair of the Board, €51,000 for the Deputy Chair of the Board, €51,000 for the Chair of the Audit Committee and €46,000 for other members of the Board. Approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading and/or by conveying Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half year report for January-June 2020. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2020. Travel expenses related to Board meetings shall be paid according to the travel policy of the company.
Additionally, 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 country of residence of the member, €1,200 for meetings held elsewhere on the same continent, and €2,400 for meetings held on another continent. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member. In addition, a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting. The practice of taking out insurance under the Employees Pensions Act for the members of the Board acting as persons in a position of trust has been discontinued.
Annual General Meeting approved the Remuneration Policy for Governing Bodies.
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Uponor in brief
Uponor is rethinking water for future generations. Our offering, including safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure, enables a more sustainable living environment. We help our customers in residential and commercial construction, municipalities and utilities, as well as different industries to work faster and smarter. Uponor employs about 3,800 professionals in 26 countries in Europe and North America. In 2019, Uponor's net sales totalled approximately €1.1 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponor.com