Uponor - Notice to general meeting

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 registeredon 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.