Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation     Stock exchange release     11 February 2021     08:05 EET

Notice to the Annual General Meeting of Uponor Corporation

The company's Board of Directors has decided on an exceptional meeting procedure pursuant to a temporary law approved by the Finnish Parliament on 15 September 2020. In order to limit the spread of the COVID-19 pandemic, the company has decided to take the steps permitted by the temporary law to hold the Annual General Meeting in a predictable manner, taking into account the health and safety of shareholders, company personnel and other stakeholders. Therefore, it is not possible to attend the meeting in person.

The shareholders of Uponor Corporation are hereby summoned to the Annual General Meeting to be held on Thursday 18 March 2021 at 15:00 at Hotel Kämp, address: Pohjoisesplanadi 29, 00100 Helsinki. The Annual General Meeting will be held without shareholders’ and their proxy representatives’ physical presence at the meeting venue. The company's shareholders and their proxy representatives may attend the meeting and exercise their shareholder rights only by voting in advance and submitting counter-proposals and questions in advance. Instructions for shareholders can be found in part C instructions for the participants in the general meeting.

Shareholders also have the opportunity to follow the Annual General Meeting as a webcast, as described in part C section 5 below, subject to the registration and advance voting having been completed in accordance with these instructions. Questions can also be submitted during the webcast through a chat functionality. Shareholders are requested to note that following the meeting via the webcast is not considered as official participation in the meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast. The webcast will be held only if it can be arranged in compliance with all the regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic.

 

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

Mr Mikko Heinonen, Attorney-at-Law, will act as the Chairman of the meeting. If, due to a well-grounded reason, Mikko Heinonen does not have the opportunity to serve as Chairman, the Board of Directors shall appoint the person it considers best as the Chairman.

  1. Election of person to scrutinise the minutes and to supervise the counting of votes

Reetta Härkki, Master of Laws trained on the bench, will act as the person to scrutinise the minutes and to supervise the counting of votes. If, due to a well-grounded reason, Reetta Härkki does not have the opportunity to serve as the person to scrutinise the minutes and to supervise the counting of votes, the Board of Directors shall appoint the person it considers best as the person to scrutinise the minutes and to supervise the counting of votes.

  1. Recording the legality of the meeting
  1. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance during the period for advance voting and who have the right to participate in the meeting in accordance with Chapter 5 Sections 6 and 6a of the Companies Act are considered to be shareholders participating in the meeting. The list of votes will be adopted according to the information provided to Innovatics Oy by Euroclear Finland Ltd.

  1. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors as well as the auditor’s report and the consolidated auditor’s report for the year 2020 
  • Review of the business by the President & CEO

As the Annual General Meeting can only be attended by advance voting, the annual report published by the company on 25 February 2021, which includes the company's financial statements, the report of the Board of Directors and the auditor's report and is available on the company's investor website, is considered presented to the Annual General Meeting. The review of the business by the President & CEO is presented to the Annual General Meeting during the webcast, which can be followed by the shareholders as described in part C section 5 below.

  1. Adoption of the financial statements and the consolidated financial statements
     
  1. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of €0.57 per share be distributed for the financial period 2020. The dividend shall be paid in two instalments. The first instalment of €0.28 per share shall 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 22 March 2021. The payment date proposed by the Board for this instalment is 29 March 2021.

The second instalment of €0.29 per share shall be paid in September 2021. The second instalment shall be paid to a shareholder registered as a shareholder in the shareholder register maintained by Euroclear Finland Ltd on the dividend record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting scheduled for 14 September 2021. The dividend record date for the second instalment would be 16 September 2021 and the dividend payment date 23 September 2021.

  1. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability for the financial period 1 January 2020 – 31 December 2020
     
  1. Handling of the Remuneration Report for Governing Bodies

As the Annual General Meeting can only be attended by advance voting, the Remuneration Report for Governing Bodies published as a stock exchange release by the company on 11 February 2021, which is available on the company’s investor website at investors.uponor.com/governance/remuneration is considered presented to the Annual General Meeting. Additionally the Remuneration Report for Governing Bodies is presented to the Annual General Meeting during the webcast, which can be followed by the shareholders as described in part C section 5 below.
 

  1. 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: €90,000 for the Chair of the Board, €51,000 for the Deputy Chair of the Board, €51,000 for the Chair of the Audit Committee and €46,000 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/or by conveying Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January-June 2021. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2021.

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 for telephone meetings shall be the remuneration for meetings held at the country of residence of the member. The Nomination Board also proposes that in addition a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting.

  1. 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.
 

  1. Election of the members and Chair of the Board of Directors

The Nomination Board proposes to the general meeting that Ms Pia Aaltonen-Forsell, Mr Johan Falk, Mr Markus Lengauer, Mr Casimir Lindholm, Mr Michael G. Marchi and Ms Annika Paasikivi, currently members of the Board of Directors, be re-elected as members of the Board of Directors for the following term of office. 

The Nomination Board further proposes that the general meeting elects Ms Annika Paasikivi as the Chair of the Board.

  1. 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.
 

  1. Election of the auditor

The Board of Directors proposes to the general meeting, based on a recommendation from the Audit Committee, that KPMG Oy Ab, a company of Authorised Public Accountants, be re-elected as the auditor of the company for the following term of office. KPMG Oy Ab has announced that the principally responsible auditor would be Anders Lundin (APA). 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.

The Board of Directors notes that its recommendation is free from influence by a third party, and the Board of Directors is not subject to compliance with any such clauses referred to in Article 16(6) of the EU Audit Regulation (537/2014) that would restrict the choice as regards the appointment of a statutory auditor or audit firm.
 

  1. 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 on the trading places where the company’s shares are traded.

Own shares may be repurchased on the basis of the authorisation in order to finance or carry out acquisitions or other business transactions, in order to develop the company's capital structure, to improve the liquidity of the company's shares, to be disposed for other purposes or to be cancelled.

This authorisation will revoke the earlier authorisation granted by the general meeting on 16 March 2020 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.

  1. 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.

The Board of Directors proposes that the authorisation be used for the financing or execution of any acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive plans or for other purposes subject to the Board of Directors’ decision.

This authorisation will revoke the earlier authorisation granted by the general meeting on 16 March 2020 to resolve on the issuance of shares.

This 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.
 

  1. Closing of the meeting

B. Documents of the general meeting

The above mentioned resolution proposals relating to the agenda of the general meeting, the Remuneration Report for Governing Bodies as well as this notice are available for shareholders’ inspection on the company’s investor website at investors.uponor.com. Uponor Corporation’s financial statements, the Board of Directors’ report and auditor’s report will be available on the website no later than 25 February 2021. Copies of these documents will be sent to a shareholder upon request. The minutes of the general meeting will be available on the company’s investor website on no later than 1 April 2021.

No separate invitation to the Annual General Meeting will be sent.

C. Instructions for the participants in the general meeting 

In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. A shareholder  and his/her proxy representative may attend the Annual General Meeting and exercise his/her respective rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions below:

  1. Shareholders registered in the shareholders’ register

A shareholder, who on the record date of the general meeting, 8 March 2021, is registered 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 may participate in the Annual General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance as described below.
 

  1. Registration and voting in advance

Registration and advance voting will begin on 18 February 2021 after the deadline for counter-proposals qualifying for voting has expired. A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the general meeting by voting in advance, shall register for the meeting and vote in advance no later than Thursday 11 March 2021 at 10:00 EET (Finnish time), by which time the registration and votes must be received.

In connection with the registration, a shareholder shall notify the requested information such as his/her name, the personal/business identification number, email-address and/or telephone as well as the name and personal identification number of a possible proxy representative. The personal data given to Uponor Corporation or to its service providers Inderes Oy and/or Innovatics Oy is used only in connection with the general meeting and with the processing of related registrations. More information on the usage of the personal data can be found from investors.uponor.com/governance/annual-general-meeting/agm-2021.

Shareholders holding a Finnish book-entry account may register and vote in advance for certain items on the agenda of the Annual General Meeting between 18 February 2021 and 11 March 2021 at 10:00 in the following ways:

a. via the company’s investor website at investors.uponor.com

  • Electronic registration and advance voting require strong identification of the shareholder or the proxy representative via Finnish online bank service, mobile certificate or BankID. In the event the shareholder or the proxy representative does not have the above-mentioned means for identification available, registration and advance voting can happen via email or mail as stated in sections b and c below. 
  • One can register and vote in advance on behalf of another person or a company via proxy or by using the suomi.fi authorisation. In the event a proxy document is used, such shall be attached to the website in connection with the registration and advance voting.

b. by email to agm@innovatics.fi, when also necessary documentation shall be attached to the email, such as signed voting form and possible proxy document and/or extract from trade register.

c. by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, when also necessary documentation shall be included, such as signed voting form and possible proxy document and/or extract from trade register.

 

A shareholder may submit the advance voting form or similar information available on the company's website to Innovatics Oy at the address or email provided above.

If a shareholder participates in the Annual General Meeting by submitting advance votes as described above, the submission of votes before the expiration of the registration and advance voting is considered registration to the Annual General Meeting, as long as the above-mentioned information required for registration is provided.

Voting instructions and the voting form are available on the company's investor website at investors.uponor.com/governance/annual-general-meeting/agm-2021. Further information is also available by telephone from +358 10 2818 909 on weekdays at 9–12 EET and 13–16 EET.
 

3.    Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting through a proxy representative. The proxy representative of a shareholder may also only participate by voting in advance in the manner instructed above.

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the general meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered by mail addressed Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, by email to agm@innovatics.fi or via company’s website at investors.uponor.com, where a proxy document shall be attached to the website in connection with the registration and advance voting. Proxy documents should be delivered before the last date for registration, by which time the proxy documents must be received.
 

4.    Holders of nominee registered shares

Holders of nominee registered shares have 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, i.e. 8 March 2021. 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 15 March 2021 at 10:00 EET (Finnish time). This constitutes the required registration for the general meeting for nominee registered shares. Changes in the shareholding after the record date of the general meeting do not have any impact on the right to participate in the general meeting nor on the number of votes.

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 in the temporary shareholders’ register of the company at the latest by the time stated above and to arrange advance voting on behalf of a nominee-registered shareholder.

More information is also available on the company's investor website at investors.uponor.com/governance/annual-general-meeting/agm-2021.
 

5.    Other instructions and information

Shareholders holding at least one hundredth of all the company's shares have the right to make a counter-proposal qualifying for voting to the proposals on the agenda of the Annual General Meeting. Such counter-proposals must be submitted to the Company by email to agm@uponor.com no later than on 16 February 2021 at 16:00 EET (Finnish time). Shareholders presenting a counter-proposal must submit a statement of their ownership in connection with the submission of the counter-proposal. The counter-proposal will be considered at the Annual General Meeting on condition that the shareholder has the right to participate in the Annual General Meeting and the shareholder owns at least one hundredth of all the company's shares on the record date of the Annual General Meeting. If the counter-proposal is not considered at the Annual General Meeting, the votes cast in favour of the counter-proposal shall be disregarded. The company will publish any counter-proposals to be put to vote on the company's investor website investors.uponor.com/governance/annual-general-meeting/agm-2021 no later than 17 February 2021.

A shareholder has the right to request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act, until 4 March 2021 at 16:00 EET (Finnish time). Such pre-questions are submitted in connection with the registration and advance voting, but can also be sent by email to agm@innovatics.fi within the time period mentioned above. Such requests from shareholders, respective answers of the company's management and any counter-proposals not qualifying for voting will be available on the company's investor website investors.uponor.com/governance/annual-general-meeting/agm-2021 no later than March 10, 2021. The precondition for requesting information and making counter-proposals is that the shareholder submits a sufficient statement of his or her shareholding.

On the date of release of this notice to the general meeting 11 February 2021, the total number of shares in Uponor Corporation is 73,206,944, each of which represents one vote. The total number of shares, on the date of the release, includes 184,966 shares held by Uponor Corporation, which do not have a voting right at the general meeting. Accordingly, the maximum total number of votes available at the general meeting amounts to 73,021,978. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the general meeting or the number of voting rights held in the general meeting.

Shareholders and their proxy representatives have the opportunity to follow the Annual General Meeting as a webcast transmission subject to the registration and advance voting having been completed in accordance with these instructions. Shareholders will receive a link to the webcast transmission after the record date of the general meeting, when the right to participate has been confirmed. In connection with the webcast of the Annual General Meeting, a chat functionality is available, through which shareholders can also submit questions during the meeting. Shareholders are requested to note that following the meeting via the webcast is not considered as official participation in the meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast. Attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes. Shareholders are requested to note that the webcast will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the COVID-19 pandemic.

Vantaa 10 February 2021


Uponor Corporation
Board of Directors

Susanna Inkinen
Vice President, Communications and Corporate Responsibility
Tel. +358 20 129 2081

DISTRIBUTION:
Nasdaq Helsinki
Media  
www.investors.uponor.com

 

Uponor in brief
Uponor is rethinking water for future generations. Our offering, including safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure, enables a more sustainable living environment. We help our customers in residential and commercial construction, municipalities and utilities, as well as different industries to work faster and smarter. Uponor employs about 3,700 professionals in 26 countries in Europe and North America. In 2020, Uponor's net sales totalled approximately €1.1 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponor.com