Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation     Stock exchange release     12 February 2020     08:05 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 Monday 16 March 2020 at 15:00 at Finlandia Hall (Helsinki Hall), address Mannerheimintie 13 e, Helsinki, Finland. The registration of the attending shareholders and the distribution of voting tickets will commence at 14:00. Coffee will be served after the meeting.

  1. Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

  1. Opening of the meeting
  1. Calling the meeting to order
  1. Election of persons 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
  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 for the year 2019
    -Review of the business by the Managing Director
  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 €0.53 per share be distributed for the financial period 2019. The dividend shall be paid in two instalments. The first instalment of €0.26 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 18 March 2020. The payment date proposed by the Board for this instalment is 25 March 2020.

The second instalment of €0.27 per share shall be paid in September 2020. The second instalment shall be paid to a shareholder registered as a shareholder in the shareholders 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 15 September 2020. The dividend record date for the second instalment would be 17 September 2020 and the dividend payment date 24 September 2020.

  1. Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
  1. Adoption of the Remuneration Policy for Governing Bodies

            The Remuneration Policy for Governing Bodies is attached to this notice and available on Uponor Corporation’s investor website at https://investors.uponor.com/governance/corporate-governance

  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 2020. 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 2020.

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.

In addition, the Nomination Board proposes to discontinue the practice of taking out insurance under the Employees Pensions Act for the members of the Board acting as persons in a position of trust.
         

  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 annual general meeting that Ms Pia Aaltonen-Forsell, Mr Johan Falk, Mr Markus Lengauer, Mr Casimir Lindholm 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.

Ms Eva Nygren has notified that she is no longer available for re-election.

The Nomination Board proposes that Mr Michael G. Marchi (b.1959) will be elected as a new member.

Mr Marchi has in depth experience in the plumbing industry. He has served as COO of Lixil Water Technology Americas, CEO of Grohe Americas and President of Kohler Kitchen and Bath Americas. Earlier in his career, he has held various leadership positions at GE and Citibank among others. He holds B.S. in Marketing and Economics, and an MBA in Finance. Mr Marchi, a U.S. citizen, is CEO at MGM Executive Consulting, which provides executive coaching and consult services to public companies, family owned privately held companies and private equity firms.

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 based on a recommendation from the Audit Committee that KPMG Oy Ab, a company of Authorised Public Accountants, be 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 proposal of the Board of Directors is based on the competitive procurement process of the company’s audit. As a result of the competitive process, the company received offers from four authorised public accountant organisations. According to the evaluation of the Audit Committee of the tenderers, KPMG Oy Ab best fulfils the selection criteria that had been determined in advance.

The recommendation of the Audit Committee for the appointment of the auditor is available on Uponor Corporation’s investor website at https://investors.uponor.com/governance/annual-general-meeting/agm-2020.

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 18 March 2019 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 18 March 2019 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
  1. Documents of the general meeting

The above mentioned resolution proposals relating to the agenda of the general meeting, the Remuneration Policy 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 24 February 2020. 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. The minutes of the general meeting will be available on the above-mentioned website on 30 March 2020, at the latest.

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

  1. Instructions for the participants in the general meeting
  1. Shareholders registered in the shareholders’ register

A shareholder, who on the record date of the general meeting, 4 March 2020, 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 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 Wednesday 11 March 2020 at 10:00 EET (Finnish time), by which time the registration must be received at the company. The registration can be made:

- via the company’s website at investors.uponor.com
- by telephone +358 20 770 6883 on week days from 9:00 to 16:00 EET (Finnish time)
- by email to agm@uponor.com 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, the personal/business identification number, address, telephone number and the name of a possible assistant, proxy representative or legal representative and the personal identification number of the proxy representative or legal representative. The personal data given to Uponor Corporation 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 https://investors.uponor.com/governance/annual-general-meeting/agm-2020.

The shareholder, his/her legal representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation in the meeting venue.

  1. 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. 4 March 2020. 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 11 March 2020 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 who wants to participate in the general meeting in the temporary shareholders’ register of the company at the latest by the time stated above.

  1. 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 represented by several proxy representatives who each have shares in different securities accounts, each proxy representative’s shares shall be identified in connection with the registration for the general meeting.

Possible proxy documents are requested to be delivered in original copy to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511 Vantaa, Finland, or to be sent as a scanned copy by email to agm@uponor.com before the final date for registration.

  1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish 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 release of this notice to the general meeting 12 February 2020, 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 219,527 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 72,987,417.

The voting ticket to the shareholder or proxy representative will be handed out upon registration at the general meeting.

Vantaa 12 February 2020


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 3,800 professionals in 26 countries in Europe and North America. In 2019, Uponor's net sales totalled approximately €1.1 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponor.com


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