Uponor - Company Announcement

Uponor Corporation’s Board and Nomination Board Proposals to the Annual General Meeting 2015

Uponor Corporation            Stock exchange release      12 February 2015    
8.02 EET 


Uponor Corporation's Board and Nomination Board Proposals to the Annual General
Meeting 2015 

  -- The Board proposes a dividend of €0.42 per share for the financial year
     2014
  -- The number of Board members to remain at six. Dr Markus Lengauer, Austrian
     citizen, nominated as a new member
  -- Board seeks authorisation to buy back max. 3.5 million of the company's own
     shares
  -- Board seeks authorisation to resolve on issuing a maximum of 7.2 million
     new shares or transferring the company's own shares
  -- Notice to the general meeting will be published on 23 February 2015.

The agenda for the AGM and all the proposals with details are listed below.



The Annual General Meeting of Uponor Corporation will be held on Tuesday 17
March 2015 at 17.00 at Helsinki Fair Centre, address Messuaukio 1, Helsinki,
Finland. Notice to the general meeting will be published on 23 February 2015 in
Helsingin Sanomat and Kauppalehti and also on the company's website. 

Uponor Corporation general meeting agenda:

  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 2014 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 2014
  8. Presentation of the auditor's report and the consolidated auditor's report
     for the year 2014
  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
 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
 13. Resolution on the number of the members of the Board of Directors
 14. Election of the members of the Board of Directors
 15. Resolution on the remuneration of the auditor
 16. Election of the auditor
 17. Amending the Company's Articles of Association
 18. Authorising the Board of Directors to resolve on the repurchase of the
     company's own shares
 19. Authorising the Board of Directors to resolve on the issuance of shares
 20. Closing of the meeting



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 €0.42 per share be
distributed for the financial period 2014. 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 19 March
2015. The dividend will be paid on 26 March 2015. 



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: €88,000 for the
Chair of the Board, €49,000 for the Deputy Chair of the Board, €49,000 for the
Chair of the Audit Committee 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 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 paid for telephone meetings shall be the remuneration for meetings
held at the country of residence of the member. 

Shareholders together representing approximately 32.2 per cent of the company's
shares and voting rights support the proposal. 



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. 



Election of the members of the Board of Directors

The Nomination Board proposes to the general meeting that Mr Jorma Eloranta, Mr
Timo Ihamuotila, Ms Eva Nygren, Ms Annika Paasikivi and Mr Jari Rosendal,
currently members of the Board of Directors, be re-elected as members of the
Board of Directors and that Dr Markus Lengauer be elected as a new member of
the Board of Directors for the following term of office. 

Shareholders together representing approximately 32.2 per cent of the company's
shares and voting rights support the proposal. 



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. 



Election of the auditor

The Board of Directors proposes that the current auditor of the company,
Deloitte & Touche Oy, a company of Authorised Public Accountants, be re-elected
as the auditor of the company for the following term of office. The Board of
Directors also proposes that the general meeting request the auditor to give a
statement in the auditor's report on the adoption of the financial statements,
the granting of discharge from liability and the Board of Directors' proposal
for distribution of funds. 



Amending the Company's Articles of Association

The Board of Directors proposes that article 9 of the Company's Articles of
Association should be amended as follows: 

9 § Notice of a General Meeting of Shareholders

Notices convening a General Meeting of Shareholders are issued by the Board of
Directors. Notices shall be delivered by publishing them on the Company's
website not earlier than two (2) months and not later than three (3) weeks
prior to a meeting and at least nine (9) days prior to the record date set for
the meeting. In addition, the Company shall publish details on the date and
location of the meeting, together with the address of the Company's website, in
one or more newspapers. 

To participate in a General Meeting of Shareholders, a shareholder must
register with the Company by the date specified in the notice, which date shall
not be earlier than ten (10) days before the General Meeting of Shareholders.
Since the Company's shares are included in the book-entry system, the
provisions of the Finnish Companies Act concerning the right to participate in
General Meetings of Shareholders shall also be taken into account. 

The General Meetings of Shareholders can be held in the municipalities of
Helsinki, Espoo or Vantaa in Finland. 



Authorising the Board of Directors to resolve on the repurchase of the
company's own shares 

The Board of Directors proposes that the general meeting authorises the Board
of Directors to resolve on the repurchase of the company's own shares, in one
or several instalments, 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 at the date of
the general meeting. 

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 through public trading in NASDAQ Helsinki. 

This authorisation will revoke the earlier authorisation granted by the general
meeting on 19 March 2014 to resolve on the repurchase the company's own shares. 

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. 



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 until the end of the next annual general.



Uponor Corporation



Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852



DISTRIBUTION:
NASDAQ 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. 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