Uponor - Company Announcement

Uponor Corporation’s Board of Directors and Nomination Board Proposals to the Annual General Meeting 2012

Uponor Corporation           Stock exchange release                 10 February
2012 8.05 EET 


Uponor Corporation's Board of Directors and Nomination Board Proposals to the
Annual General Meeting 2012   -- A dividend of €0.35 per share to be distributed for the financial period
     2011. The dividend will be paid on 27 March 2012.
  -- The nomination committee proposes that the number of Board members remains
     at six.
     Mr Jari Rosendal, Finnish citizen, is nominated as a new member.
  -- Current auditor, Deloitte & Touche Oy, authorised public accountants to
     be re-elected
  -- Board seeks authorisation to buy back max. 3.5 million of the company's own
     shares
  -- Board seeks authorisation to resolve on a share issue

All the proposals with full details are listed below, followed by an
introduction of Mr. Jari Rosendal. 


Proposals on the agenda:

Agenda item 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. 



Agenda item 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. 



Agenda item 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. 



Agenda item 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. 



Agenda item 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. 



Agenda item 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. 



Agenda item 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: 

  1. prepare the proposal for the appointment of the members of the Board of
     Directors to be presented to the general meeting
  2. prepare the proposal to the general meeting on matters pertaining  to the
     remuneration of the members of the Board of Directors
  3. look for prospective successors for the members of the Board of Directors
  4. 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. 



Agenda item 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. 



Agenda item 19: Authorizing 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. 



The proposal for a new board member

The Nomination Board proposes that Finnish citizen, M. Sc. (Eng), Jari Rosendal
(b.1965), Executive Vice President, Non-ferrous Solutions business area at the
Finnish company Outotec Oyj, be appointed to the Board. Outotec develops and
provides technology solutions for the sustainable use of Earth's natural
resources. The company offers innovative solutions for the chemical industry,
industrial water treatment and the utilisation of alternative energy sources. 



Uponor Corporation



For more information, please contact:
Reetta Härkki, General Counsel, Tel. +358 20 129 2835





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.