Uponor Corporation Stock exchange release 25 February 2009 8:00 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 Wednesday, 18 March 2009 at 5.00 p.m. at Helsinki Fair Centre, address Messuaukio 1, Helsinki, Finland. The registration of the attending shareholders will begin at 4.00 p.m. Coffee will be served after the meeting. Matters on the agenda of the general meeting Agenda: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of two persons to scrutinise the minutes and the persons to supervise the counting of votes 4. Adoption of the list of votes 5. Recording the legality and quorum of the meeting 6. Business review 2008 7. Presentation of the financial statements, consolidated financial statements and the annual report 8. Presentation of the auditors' report and consolidated auditors' report 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 that a dividend of EUR 0.85 per share be distributed for financial period 2008. 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 23 March 2009. The dividend will be paid on 31 March 2009. 11. Resolution on the discharge of the members of the Board of Directors and the Managing Directors from liability Resolution on the remuneration of the members of the Board of Directors The nomination committee appointed by the Board on 23 December 2008 proposes to the general meeting that the yearly remuneration to the members of the Board of Directors shall be: EUR 71,000 for the Chairman of the Board, EUR 49,000 for the Deputy Chairman of the Board and EUR 44,000 for other members of the Board. The nomination committee 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 committee proposes that travel expenses related to board meetings shall be paid according to the travel policy of the corporation. The nomination committee further proposes that a remuneration per meeting shall be paid to the members of the committees of the Board of Directors amounting to EUR 600 to Finnish residents, EUR 1,200 to persons residing elsewhere in Europe, and EUR 2,400 to non-European members. A group of shareholders representing approx. 36.9 per cent of Uponor shares and voting rights supports the proposal. Resolution on the number of the members of the Board of Directors The nomination committee appointed by the Board proposes to the general meeting that the number of Board members shall be five. Election of the members of the Board of Directors The nomination committee appointed by the Board proposes to the general meeting that the present members Mr Jorma Eloranta, Mr Jari Paasikivi, Mr Aimo Rajahalme, Ms Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-elected to the Board. A group of shareholders representing approx. 36.9 per cent of Uponor shares and voting rights supports the proposal. 12. 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. 13. Election of the auditor The Board of Directors proposes that KPMG Oy Ab, a corporation of authorised public accountants accredited by the Central Chamber of Commerce of Finland, be re-elected as the auditor of the corporation. KPMG Oy Ab has announced that, should they be elected, the new principal auditor will be Mr Lasse Holopainen, Authorised Public Accountant. 14. Authorisation to the Board of Directors to buy back the company's own shares The Board of Directors proposes that the Board be authorised to resolve within one (1) year from the date of the meeting to buy back the company's own shares using distributable earnings from unrestricted equity. The Board of Directors is authorised to resolve on buying back 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 corporation. Shares will be bought back, upon the decision of the Board, otherwise than in proportion to the existing shareholdings of the corporation's shareholders, in public trading on the NASDAQ OMX Helsinki Exchange at the market price quoted at the time of the buyback, as provided by the regulations on public trading of shares. The corporation will buy back its own shares to use them as consideration in connection with any company acquisitions and other industrial restructuring, to develop the capital structure of the corporation, finance investments, to dispose of the shares in some other way or cancel them. The share buyback will reduce the corporation's unrestricted equity. 15. Availability of the minutes of the meeting 16. Closing of the meeting Documents of the general meeting Financial Statements and Annual Report The above mentioned proposals by the Board of Directors and its committees relating to the agenda of the general meeting as well as this notice are available for shareholders' inspection on the corporation's website at www.uponor.com. Uponor Corporation's Financial Statements will be available on the website no later than Wednesday, 25 February 2009. The Financial Statements and the Board of Directors' proposals are also available at the general meeting. Copies of these documents will be sent to a shareholder upon request. The Annual Report 2008 will be sent in advance of the general meeting to the shareholders, whose address is known to the corporation. No separate invitation to the Annual General Meeting will be sent. Instructions for the participants in the general meeting 1. Right to attend the meeting A shareholder is entitled to attend the general meeting and exercise his/her right to vote if (s)he will have 1. been registered as the corporation's shareholder in the shareholder register, maintained by Euroclear Finland Ltd, on Friday, 6 March 2009 and 2. notified the corporation of his/her attendance by 4.00 p.m. on Wednesday, 11 March 2009. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholder register of the corporation. 2. Registration A shareholder can notify the corporation of his/her attendance - via the corporation's website at www.uponor.com or - by fax +358 20 129 2851 or - by telephone +358 20 129 2837/ Ms Marjo Kuukka or - by mail addressed to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511 Vantaa, Finland. The deadline for registrations is Wednesday, 11 March 2009, 4.00 p.m. EET. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. The personal data given to Uponor Corporation is used only in connection with the general meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Company's 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. 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. Any original proxy documents should be delivered to Uponor Corporation, Legal Affairs, P.O. Box 37, FI - 01511 Vantaa, Finland, before the last date for registration. 4. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the general meeting, must be entered into the shareholder register of the corporation on the record date on 6 March 2009. A holder of nominee registered shares is advised to request instructions from his/her custodian bank regarding the registration in the shareholder register of the corporation, the issuing of proxy documents and the registration for the general meeting. 5. Other instructions and information On the date of this notice to the general meeting, the total number of shares in Uponor Corporation is 73,206,944, and the total number of votes is 73,046,944 votes. The voting ticket to the shareholder or proxy representative will be handed out upon registration at the general meeting. Vantaa 10 February 2009 Uponor Corporation Board of Directors For additional information, please contact: General Counsel Reetta Härkki, tel. +358 20 129 2835 DISTRIBUTION: NASDAQ OMX - Helsinki Media www.uponor.com Uponor is a leading supplier of plumbing and heating systems for the residential and commercial building markets across Europe and North America and a market leader in municipal infrastructure pipe systems in the Nordic countries. Uponor's key applications include indoor climate and tap water systems. The Group employs ca 3,800 persons in 27 countries. In 2008, Uponor's net sales totalled 950 million euros. Uponor Corporation is listed on the NASDAQ OMX Helsinki Ltd., Finland. http://www.uponor.com