Articles of association of Uponor Corporation
1 § Trade name and registered office of the company
The trade name of the company is Uponor Oyj, and its parallel name in English is Uponor Corporation.
The registered office of the company is located in Helsinki, Finland.
2 § Company's field of activity
The objects of the company are to develop, manufacture and trade in building, utility and environmental engineering systems and related products and to provide services related thereto. Additionally, the company may carry on real estate and other industrial business activities, trade in securities and pursue other investment activities. The company also serves as the parent company of the group of companies formed by it.
3 § Book entry securities system
The shares of the company are registered in the book entry securities system.
4 § Board of Directors
For the administration and proper organisation of its operations, the company shall have a Board of Directors with a minimum of five (5) and maximum of seven (7) standing members. The members of the Board of Directors shall be elected by the Annual General Meeting of Shareholders for a term of one (1) year at a time. The term of the Board members shall expire at the close of the Annual General Meeting electing the new Board of Directors.
The Board of Directors shall appoint one (1) Vice Chairman from among its members for a term of one (1) year at a time. If the Chairman of the Board of Directors resigns in the middle of his/her term or is permanently unable to carry out his/her duties, the Board of Directors may elect a new Chairman from among its members for the remaining term of office.
A quorum is present at the meetings of the Board of Directors when more than half of the members are in attendance.
5 § President and CEO
The company shall have a President and CEO appointed by the Board of Directors who shall be responsible for the day-to-day administration of the company in accordance with the instructions and directives issued by the Board of Directors.
6 § Powers of representation
The company shall be represented severally by the President and CEO and the Chairman of the Board of Directors as well as jointly by any two members of the Board of Directors.
Any decision on authorization to represent the company per procurationem or otherwise shall be made by the Board of Directors.
7 § Financial year
The accounts of the company shall be closed annually on 31 December.
8 § Auditors
The company shall have one standing auditor that shall be a firm of authorized public accountants approved by the Central Chamber of Commerce.
The term of the auditors shall expire at the close of the next Annual General Meeting first following their election.
9 § Notice of a meeting of shareholders
The notice of a meeting of shareholders shall be served by the Board of Directors. The notice of a meeting of shareholders shall be advertised on the company website no earlier than two (2) months and no later than three (3) weeks prior to the meeting, and it shall not be served later than nine (9) days prior to the record date of the meeting. In addition, the company shall advertise the time and place of the meeting of shareholders and the address of the company website in one or more newspapers.
In order to be entitled to participate in a general meeting, the shareholders shall notify the company of their attendance by the date indicated in the notice of the meeting which can not be earlier than ten (10) days prior to the meeting. Since the shares of the company are registered in the book entry securities system, the provisions of the Limited Liability Companies Act concerning the entitlement to attend the general meeting of shareholders must be taken into account.
The general meeting of shareholders can be held in Helsinki, Espoo or Vantaa.
10 § Annual general meeting of shareholders
The Annual General Meeting of Shareholders shall be held annually before the end of June.
The meeting shall:
1. the financial statements consisting of Consolidated Financial Statements and the report of the Board of Directors;
2. the auditors’ report;
3. the adoption of the financial statements;
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors;
7. the number of members of the Board of Directors;
8. the members of the Board of Directors and the Chairman of the Board of Directors;
9. the auditor.