Uponor Corporation Stock exchange release 10 March 2016 17.10 EET
Resolutions by Uponor Corporation’s Annual General Meeting 2016
Uponor Corporation’s Annual General Meeting approved the proposed dividend of €0.44 per share for 2015. The existing Board members were re-elected. The AGM approved all Board and Nomination Board proposals, including the authorisations to repurchase own shares and to issue shares. The proposals can be viewed in detail at http://investors.uponor.com.
The AGM adopted the financial statements and the consolidated financial statements for 2015, and released the Board members and the President and CEO from liability.
In his opening remarks, Chair of the Board, Jorma Eloranta stated that the Board proposes a share repurchase authorisation, but no plans exist to initiate the buyback.
The dividend will be paid out on 22 March 2016, the record date being 14 March 2016.
Held in Helsinki, Finland, the AGM was chaired by Mikko Heinonen, Attorney-at-Law.
Authorisation to repurchase the company’s own shares
The Board of Directors was authorised to buy back a maximum of 3.5 million of the company’s own shares, which equals 4.8 per cent of the total number of shares of the company. 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, and for no longer than 18 months.
Authorisation to resolve on the issuance of shares
The Board of Directors was authorised to resolve on issuing a maximum of 7.2 million 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.
Election of Directors and the Auditor
Existing Board members Jorma Eloranta, Timo Ihamuotila, Markus Lengauer, Eva Nygren, Annika Paasikivi and Jari Rosendal were re-elected.
Deloitte & Touche Oy, authorised public accountants, was re-elected as the auditor of the corporation.
Amending the Company's Articles of Association
The AGM resolved to amend articles 4 and 10 of the Company's Articles of Association so that, in future, the AGM will appoint the Chair of the Board and if during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board for the remaining term. More information is available on company’s webpage http://investors.uponor.com.
Board remuneration
The annual remuneration of the Board remained unchanged: the annual fees are: €88,000 for the Chair, €49,000 for the Deputy Chair, €49,000 for the Chair of the Audit Committee and €44,000 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.
Further information:
Reetta Härkki
General Counsel
Tel. +358 20 129 2835
Uponor Corporation
Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852
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www.uponor.com
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 3,700 employees in 30 countries, mainly in Europe and North America. In 2015, Uponor's net sales totalled €1,050 million. Uponor is based in Finland and listed on Nasdaq Helsinki. www.uponor.com