Uponor Corporation Stock exchange release 13 March 2018 17:00 EET
Resolutions by Uponor Corporation’s Annual General Meeting
Uponor Corporation’s Annual General Meeting approved the proposed dividend of €0.49 per share for 2017. The existing Board members were re-elected, with the exception of Jorma Eloranta and Jari Rosendal who were succeeded by Johan Falk and Casimir Lindholm as new members of the Board. Annika Paasikivi was 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://investors.uponor.com.
The AGM adopted the financial statements and the consolidated financial statements for 2017, 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.
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 15 March 2018. The payment date for this instalment is 22 March 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.
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 Annika Paasikivi (chair), Markus Lengauer, Eva Nygren and Pia Aaltonen-Forsell were re-elected. Swedish citizen Johan Falk and Finnish citizen Casimir Lindholm were elected as new members.
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:
Reetta Härkki, General Counsel, Tel. +358 20 129 2835
Uponor Corporation
Tarmo Anttila
Vice President, Communications
Tel. +358 20 129 2852
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