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:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Review of the business in 2014 by the Managing Director
- Presentation of the financial statements, the consolidated financial statements and the report of the Board of Directors for the year 2014
- Presentation of the auditor’s report and the consolidated auditor’s report for the year 2014
- Adoption of the financial statements and the consolidated financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
- Resolution on the discharge of the members of the Board of Directors and the Managing Director from liability
- Resolution on the remuneration of the members of the Board of Directors
- Resolution on the number of the members of the Board of Directors
- Election of the members of the Board of Directors
- Resolution on the remuneration of the auditor
- Election of the auditor
- Amending the Company's Articles of Association
- Authorising the Board of Directors to resolve on the repurchase of the company’s own shares
- Authorising the Board of Directors to resolve on the issuance of shares
- 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
