Uponor Corporation: Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation     Stock exchange release     15 February 2018     08:30 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 Tuesday 13 March 2018 at 15.00 at Helsinki Fair
Centre, address Messuaukio 1, 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. 

After the coffee, shareholders are invited to join us in watching the film
Better Living Environments - The Story of Uponor, in celebration of our
100-year anniversary. 

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

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Review of the business in 2017 by the Managing Director

7. Presentation of the financial statements, the consolidated financial
statements and the report of the Board of Directors for the year 2017 

8. Presentation of the auditor's report and the consolidated auditor's report
for the year 2017 

9. Adoption of the financial statements and the consolidated financial
statements 

10. 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 €0.49 per share be distributed for the financial period 2017. The dividend
shall be paid in two instalments. The first instalment of €0.24 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 March 15, 2018. The payment date proposed by the Board for this
instalment is March 22, 2018. 

The second instalment of €0.25 per share shall be paid in September 2018. 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 4 September 2018. The dividend
record date for the second instalment would be 6 September 2018 and the
dividend payment date 13 September 2018, unless the renewal of the securities
processing infrastructure by Euroclear Finland Ltd brings the dividend payment
day a few days earlier. 

11. Resolution on the discharge of the members of the Board of Directors and
the Managing Director from liability 

12. 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 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 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 that, in compliance with established
company policy, the company takes out insurance under the Employees Pensions
Act for the members of the Board, who act as persons elected to a position of
trust. 

13. 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. 

14. 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 Markus Lengauer, Ms Eva Nygren and Ms Annika Paasikivi,
currently members of the Board of Directors, be re-elected as members of the
Board of Directors and that Mr Johan Falk and Mr Casimir Lindholm be elected as
new members of the Board of Directors for the following term of office. 

M.Sc. (Tech), Johan Falk, Swedish citizen (b. 1971) is CEO at Onemed Group, a
provider of services, support systems and medical supplies to healthcare
organisations in Europe. 

M.Sc. (Econ), Casimir Lindholm, Finnish citizen (b. 1971) was President and CEO
at Lemminkäinen Corporation which specialises in building construction,
infrastructure projects and paving in the Nordic countries. Lemminkäinen was
merged into YIT Corporation on 1 February 2018. 

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

15. 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. 

16. Election of the auditor

The Board of Directors proposes based on a recommendation from the Audit
Committee that the current auditor of the company, Deloitte 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. 

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. 

17. 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 20 March 2017 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. 

18. 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 is valid until the end of the next annual general meeting,
however, no longer than 18 months from the date of the general meeting. 

19. Closing of the meeting

B. Documents of the general meeting

The above mentioned resolution proposals relating to the agenda of the general
meeting as well as this notice are available for shareholders' inspection on
the company's 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 20 February 2018. 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 27 March 2017, at the latest. 

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

C. 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, 1 March 2018, 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 8 March 2018 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 [phone] on week days from 9:00 to 16:00 EET (Finnish
time) 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 here:
https://investors.uponor.com/governance/annual-general-meeting/annual-general-me
eting-2018. 

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

2. 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. 1 March 2018. 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 8 March
2018 at 10:00 EET (Finnish time). This constitutes the required registration
for the general meeting for nominee registered shares. 

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. 

3. 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 Affairs, P.O. Box 37, FI-01511 Vantaa, Finland,
before the final date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the 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, 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 59,121
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 73,147,823. 

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

Vantaa 15 February 2018

Uponor Corporation
Board of Directors

Uponor Corporation

Tarmo Anttila
Vice President, Communications
Tel. [phone]

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

Uponor in brief

The year 2018 marks Uponor's 100-year anniversary. Our success is built on
strong partnerships with our customers and stakeholders in the past, present
and future. 

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 4,000 employees in 30 countries, mainly in Europe and North
America. In 2017, 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