Source: Uponor Oyj

Resolutions by Uponor Corporation’s Annual General Meeting

Uponor Corporation     Stock exchange release     18 March 2019     16:40 EET

Resolutions by Uponor Corporation’s Annual General Meeting

Uponor Corporation’s Annual General Meeting (AGM) approved the proposed dividend of €0.51 per share for 2018. The existing Board members were re-elected. Annika Paasikivi was re-elected Chair of the Board. The AGM also approved all other Board and Nomination Board proposals, including the authorisations to repurchase own shares and to issue shares. The proposals can be viewed in detail at https://www.investors.uponor.com.

The AGM adopted the financial statements and the consolidated financial statements for 2018, and released the Board members and the President and CEO from liability.

A dividend of €0.51 per share shall be distributed for the financial period 2018. The dividend shall be paid in two instalments. The first instalment of €0.25 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 20 March 2019. The payment date for this instalment is 27 March 2019.

The second instalment of €0.26 per share shall be paid in September 2019. 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 10 September 2019. The dividend record date for the second instalment would be 12 September 2019 and the dividend payment date 19 September 2019.

Resolution on changes to the Nomination Board charter

Annual General Meeting approved the changes to the Nomination Board’s charter proposed by the Board of Directors. Charter of the shareholders' Nomination Board in its entirety is available on the company’s website at https://www.investors.uponor.com/governance/corporate-governance/nomination-board.

Authorisation to repurchase the company’s own shares

The Board of Directors was 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. These shares will be bought back using distributable earnings from unrestricted equity. 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.

Authorisation to resolve on the issuance of shares

The Board of Directors was authorised 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. 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.

Election of Directors and the Auditor

Existing Board members Annika Paasikivi (chair), Pia Aaltonen-Forsell, Johan Falk, Markus Lengauer, Casimir Lindholm and Eva Nygren were re-elected.

Audit firm Deloitte Oy was re-elected as the auditor of the corporation.

Board remuneration

The annual remuneration of the Board is as follows: €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 ordinary members. Approximately 40% shall be paid in Uponor Corporation shares, bought through public trading, and the rest in cash.

Additionally, a separate fee is to be paid to Board members for all Board and Committee meetings. This fee amounts 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. 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. Following established company policy, the company takes out insurance under the Employees Pensions Act for Board members acting as persons of trust.

Further information:
Uponor Corporation
Reetta Härkki
General Counsel
Tel. +358 20 129 2835

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

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

Uponor in brief
Uponor is a leading international systems and solutions provider for safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure. The company serves a variety of building markets including residential, commercial, industrial and civil engineering. Uponor employs about 4,100 employees in 30 countries, mainly in Europe and North America. In 2018, Uponor's net sales totalled nearly €1.2 billion. Uponor is based in Finland and listed on Nasdaq Helsinki. Uponor builds on you - www.uponor.com