Uponor - Notice to general meeting

Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation            Stock exchange release   22 February 2011 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 Tuesday, 15 March 2011 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. 2010 business review by the President and CEO

7. Presentation of the financial statements, consolidated financial statements
and the report of the Board of Directors for the year 2010 

8. Presentation of the auditors' report and consolidated auditors' report for
the year 2010 

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 €0.55 per share be
distributed for financial period 2010. 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 18 March 2011. The dividend will be
paid on 25 March 2011. 


11. Resolution on the discharge of the members of the Board of Directors and
the CEO from liability 

12. Resolution on the remuneration of the members of the Board of Directors

The nomination committee 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 committee 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 committee proposes that travel expenses related to Board meetings
shall be paid according to the travel policy of the corporation. 

The nomination committee 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 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 committee 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 committee proposes to the general meeting that the present
members Mr Jorma Eloranta, Mr Jari Paasikivi, Mr Aimo Rajahalme, Ms
Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-elected to the
Board and that Ms Eva Nygren shall be elected as a new member. 

A group of shareholders representing approximately 34 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. 


16. Election of the auditor

The Board of Directors proposes that Deloitte & Touche Oy, a corporation of
authorised public accountants accredited by the Central Chamber of Commerce of
Finland, be re-elected as the auditor of the corporation. Deloitte & Touche Oy
has announced that, should they be re-elected, Mr Mikael Paul, Authorised
Public Accountant, would continue as the principal auditor. 


17. Resolution on the establishment of the Nomination Board

The Board of Directors proposes that the general meeting resolves on the
establishment of a Nomination Board comprising of shareholders or
representatives of shareholders for the preparation of the proposals for
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: 

a. preparation of the proposal for the appointment of the members of the Board
of Directors to be presented to the general meeting 
b. preparation of the proposal to the general meeting on matters pertaining to
the remuneration of the members of the Board of Directors 
c. looking for prospective successors for the members of the Board of Directors
d. presentation of the proposal 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 shareholders and additionally the chairman of the Board of
Directors shall act as an expert member. Right to appoint members representing
shareholders is with the three shareholders, which on August 31, 2011 are
registered in the shareholders' register of the corporation held by Euroclear
Finland Ltd and whose share of all votes produced by all shares of the
corporation according to this shareholders' register is the biggest. In the
event a shareholder, which according to the Securities Market Act has an
obligation to disclose specific ownership changes (owner under disclose rules),
presents at the latest on 30 August 2011 a written request to the Board of
Directors, shall all ownerships belonging to several funds or registers of such
shareholder be calculated together when calculating the voting rights. In the
event a shareholder does not wish to utilise its right to appoint a member,
such right to appoint a member shall pass on to the next biggest shareholder
according to the shareholders' register, which otherwise would not have a right
to appoint members. Nomination Board shall constitute a quorum, when majority
of the members are present. 

The Nomination Board is convened by the chairman of the Board of Directors and
the members of the Nomination Board shall elect a chairman amongst themselves.
The Nomination Board shall provide its proposal to the Board of Directors of
the corporation latest on 1 February preceding the general meeting. 

According to the view of the Board of Directors of Uponor Corporation it is in
the interest of the corporation and its shareholders that the biggest
shareholders of the corporation 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
corporation's own shares 

The Board of Directors proposes that the Board be authorised to resolve to buy
back on one or more occasion corporation's own shares using distributable
earnings from unrestricted equity as follows: 

The Board of Directors is authorised to resolve on buying back no more than
3,500,000 of the corporation's own shares amounting in total to approximately
4.8 per cent of the total number of the shares of the corporation.

The Board of Directors shall resolve how the shares shall be repurchased.
Shares may be bought back otherwise than in proportion to the existing
shareholdings of the corporation's shareholders (directed repurchase). 

Own shares may be repurchased at the market price quoted at the time of the
buyback in public trading, as provided by the regulations on public trading of
shares. 

This authorisation will revoke the authorisation granted by the general meeting
on 17 March 2010 to resolve on the repurchase the corporation's own shares. 

This authorisation is valid until the end of the next annual general meeting,
however not later than until 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 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, amounting in total to
approximately 9.8 per cent of the total number of the shares of the
corporation. 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 corporation
for free. 

This authorisation is valid until the end of the next annual 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 corporation's website at www.uponor.com > Investors. Uponor Corporation's
Financial Statements will be available on the website no later than 22 February
2011. 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 3 March 2011 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 registered
on 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 10 March 2011 at 10:00 (Finnish time) by giving a prior
notice of participation, which shall be received by the company no later than
on the above-mentioned date. Such notice can be given: 

-        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 (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,
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. 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, where necessary, be able to prove his/her identity and/ or right of
representation. 



2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in thegeneral meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 3 March 2011, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, n
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 10 March 2011 by 10:00 (Finnish time). As regards nominee registered
shares this constitutes due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
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 from his/her custodian bank. The account
management organisation of the custodian bank has to register a holder of
nominee registered shares, who want s to participate in the general meeting,
into 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 by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
general meeting. 

Possible proxy documents should be delivered in originals to Uponor
Corporation, Legal Affairs, P.O. Box 37, FI - 01511 Vantaa, Finland, before the
last 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 2011



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 the 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
technically advanced, ecologically sustainable, and safe and reliable to own
and operate. The Group employs ca 3,100 persons in 30 countries. In 2010,
Uponor's net sales totalled 750 million euros. Uponor Corporation is listed on
the NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com