Notice to the Annual General Meeting of Uponor Corporation

Uponor Corporation

Uponor Corporation, Stock exchange release, 15 February 2023 at 09:05 am 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 Friday, 17 March 2023 at 13:00 EET at Music House (Musiikkitalo), Paavo Hall, Mannerheimintie 13 A, 00100 Helsinki, Finland. The reception of attendees who have preregistered for the general meeting and the distribution of voting tickets will commence at 12:00 EET. The company's shareholders and their proxy representatives may also attend the meeting and exercise their shareholder rights by voting in advance.

Shareholders will also have the opportunity to follow the Annual General Meeting through a webcast. The webcast starts on 17 March 2023 at 13:00 EET. Shareholders are requested to note that following the webcast is not considered as official participation in the general meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast.

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 a person 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.   Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors, as well as the auditor’s report and the consolidated auditor’s report for the year 2022


Review of the business in 2022 by the President & CEO

The financial statements, the Board of Directors’ report and the auditor’s report will be available on the company’s website no later than 24 February 2023.

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


8.   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 €0.69 per share be distributed for the financial period 2022. The dividend shall be paid in two instalments. The first instalment of €0.34 per share shall be paid to each shareholder registered as a shareholder in the shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend payment on 21 March 2023. The payment date proposed by the Board to the Annual General Meeting for this instalment is 28 March 2023.

The second instalment of €0.35 per share shall be paid in September 2023. The second instalment shall be paid to each shareholder registered as a shareholder in the shareholder 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 7 September 2023. The dividend record date for the second instalment would be 13 September 2023 and the dividend payment date 20 September 2023.

9.   Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability for the financial period 1 January 2022 – 31 December 2022


10.  Handling of the Remuneration Report for Governing Bodies


 Remuneration Report for Governing Bodies is available on company’s webpage at uponorgroup.com/en-en/investors/remuneration.

11.  Resolution on the remuneration of the members of the Board of Directors


The Shareholders’ Nomination Board proposes to the general meeting that the remuneration of the Board of Directors shall remain the same and that the yearly remuneration to the members of the Board of Directors shall be: €100,000 for the Chair of the Board, €58,000 for the Deputy Chair of the Board, €58,000 for the Chair of the Audit Committee, €58 000 for the Chair of the Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well) and €48,000 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/or by granting Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of such remuneration to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January–June 2023. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January–-September 2023.

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 remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall remain the same and remuneration amounting to €800 for meetings held at the country of residence of the member, €1,600 for meetings held elsewhere on the same continent, and €3,000 for meetings held on another continent shall be paid to the members of the Board of Directors. The remuneration paid for telephone meetings shall be the remuneration for meetings held at the country of residence of the member.
        
12.   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 and, as of obtaining the approval of the supervisory authority of the credit institution with regard to the appointment of the seventh member candidate, seven. It is assumed that the approval is obtained before the Annual General Meeting.

13.   Election of the members and chair of the Board of Directors


The Nomination Board proposes to the general meeting that Mr Johan Falk, Mr Markus Lengauer, Mr Michael Marchi, Ms Annika Paasikivi and Ms Susanne Skippari, currently members of the Board of Directors, be re-elected as members of the Board of Directors, and that Mr Hans Sohlström and Ms Katja Keitaanniemi be elected as new members of the Board of Directors. The appointment of Katja Keitaanniemi is subject to the approval of the supervisory authority of the credit institution, and her term of office as member of the Board of Directors is effective as of obtaining such approval.

Pia Aaltonen-Forsell had informed that she is not available for re-election.

Mr Hans Sohlström (b.1964, M.Sc. (Tech.), M.Sc. (Econ.)) has a strong track record of driving profitable growth and increasing shareholder value. Mr Sohlström was the President and CEO of Ahlstrom (prev. Ahlstrom-Munksjö Oyj) from 2018 until end of 2022. His earlier positions include being the President and CEO of Ahlström Capital between 2016–2018 and of Rettig Group Oy between 2012–2016. Prior to this, he worked in various leading positions within UPM-Kymmene Corporation between 1990–2012. Mr Sohlström is a member of the Board of Stora Enso Corporation.

Ms Katja Keitaanniemi (b. 1973, Lic.Sc. (Tech.)) is currently working as CEO of OP Corporate Bank Plc and member of the Executive Management Team of OP Cooperative. Ms Keitaanniemi has a strong track record of driving for performance, profitability, and cross-border co-operation for the largest banks in Finland, Sweden and Europe. She has worked in various leading positions in the finance and banking sectors including in Finnvera plc 2014–2018, Swedbank 2010–2013, eQ Bank/Conventum 2002–2009 and Nordea Securities 2001–2002.

With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the general meeting. This recommendation is based on the fact that, at the company, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company, the Board diversity principles are observed, and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.

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

14.   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.

15.   Election of the auditor


The Board of Directors proposes to the general meeting, based on a recommendation from the Audit Committee, that KPMG Oy Ab, a company of Authorised Public Accountants, be re-elected as the auditor of the company for the following term of office. KPMG Oy Ab has announced that the principally responsible auditor would be Anders Lundin (APA). 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.

16.    Amendment of the charter of the Nomination Board


The Nomination Board proposes to the general meeting that the charter of the Nomination Board is amended with respect to the following sections:

• Resignation of a member of the Nomination Board in case the shareholding decreases significantly

• Right of a holder of nominee-registered shares to appoint a member to the Nomination Board

• Decision-making of the Nomination Board when unanimity cannot be reached

• Convening of the meetings and the way to hold meetings

• Making amendments to the charter
  
  

The proposal for amended charter is available on the company’s webpage at uponorgroup.com/en-en/investors/governance/agm-2023.

17.   Amendment of the articles of association


The Board of Directors proposes to the general meeting that Article 8 of the articles of association is amended to correspond to the responsibility for the auditor oversight stipulated in the amended Finnish Auditing Act (1141/2015). In its amended form, said provision of the articles of association would read as follows (unofficial translation in English below for informational purposes only):

     8 § Auditors
The company has one auditor, which shall be an auditing agency registered in the official register maintained by the Finnish Patent and Registration Office.
The term of the auditor shall end at the closing of the first Annual General Meeting following the election.

The Board of Directors proposes to the general meeting that Article 9 of the articles of association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting in addition to holding the meeting in Helsinki, Espoo or Vantaa as currently provided in the articles of association. In addition, the Board of Directors proposes that the wording regarding publishing the time and place of the meeting of shareholders and the address of the company website in one or more newspapers is changed from “shall advertise” to “may advertise”. In its amended form, said provision of the articles of association would read as follows (unofficial translation in English below for informational purposes only):

9 § Notice of a meeting of shareholders
The notice of a meeting of shareholders shall be served by the Board of Directors. The notice of a meeting of shareholders shall be advertised on the company website no earlier than two (2) months and no later than three (3) weeks prior to the meeting, and it shall not be served later than nine (9) days prior to the record date of the meeting. In addition, the company may advertise the time and place of the meeting of shareholders and the address of the company website in one or more newspapers.
In order to be entitled to participate in a general meeting, the shareholders shall notify the company of their attendance by the date indicated in the notice of the meeting which cannot be earlier than ten (10) days prior to the meeting. Since the shares of the company are registered in the book entry securities system, the provisions of the Limited Liability Companies Act concerning the entitlement to attend the general meeting of shareholders must be taken into account.
The general meeting of shareholders can be held in Helsinki, Espoo or Vantaa. In addition, the Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.

The Board of Directors proposes to the general meeting that Article 10 of the articles of association is amended to include resolving upon, in addition to the items that currently appear from Article 10, the remuneration policy, when necessary, and the adoption of the remuneration report. In its amended form, said provision of the articles of association would read as follows (unofficial translation in English below for informational purposes only):

10 § The Annual General Meeting
The Annual General Meeting of shareholders shall be held by the end of June each year.
In the meeting the following shall be:
handled
1. the financial statements, including consolidated financial statement, the annual report;
2. the auditor's report;
resolved upon
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. the granting of discharge from liability to the members of the Board of Directors and the Managing Director;
6. the adoption of remuneration policy, when necessary;
7. the adoption of the remuneration report;
8. remuneration of the members of the Board of Directors;
9. number of the members of the Board of Directors;
elected
10. members of the Board of Directors and the Chair of the Board of Directors;
11. the auditor.

It is proposed that the articles of association will otherwise remain unchanged.

18.   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 funds from unrestricted equity as follows:

The Board of Directors is authorised to resolve on the repurchase of a maximum of 7,200,000 of the company’s own shares amounting in total to approximately 9.8 per cent of the total number of shares in 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 a price quoted at the time of the repurchase through public trading in regulated market or at a price otherwise formed in the markets.

Own shares may be repurchased on the basis of the authorisation in order to finance and 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 granted for other purposes or to be cancelled.

This authorisation will revoke the earlier authorisation granted by the general meeting on 15 March 2022 to resolve on the repurchase of 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.

19.   Authorising the Board of Directors to resolve on the issuance of shares


The Board of Directors proposes that the general meeting authorises 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 shares in the company. The Board of Directors is authorised to resolve on all terms 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 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 as resolved by the Board of Directors.

This authorisation will revoke the earlier authorisation granted by the general meeting on 15 March 2022 to resolve on the issuance of shares.

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.

20.   Closing of the meeting


B.   Documents of the general meeting


The above-mentioned resolution proposals relating to the agenda of the general meeting, the Remuneration Report for Governing Bodies, the proposal for amended charter of the Nomination Board, as well as this notice are available on Uponor Corporation’s website at uponorgroup.com/en-en/investors/governance/agm-2023. Uponor Corporation’s financial statements, the Board of Directors’ report and the auditor’s report as well as the remuneration report will be available on the company’s website no later than 24 February 2023. 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 company's website no later than 31 March 2023.

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

C.   Instructions for the participants of the general meeting


1.   Shareholders registered in the shareholders’ register


A shareholder, who on the record date of the general meeting, 7 March 2023, 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.

Registration and advance voting will begin on 16 February 2023 at 10:00 EET. 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 Friday, 10 March 2023 at 10:00 EET, by which time the registration must be received. The registration may be made:

-        via Uponor Corporation’s website at uponorgroup.com/en-en/investors/governance/agm-2023,
-      by telephone +358 010 2818 909 on weekdays at 9–12 EET and 13–16 EET,
-      by email by submitting the registration and advance voting form, which is available on the company’s website, or corresponding information to agm@innovatics.fi, or
-      by mail by submitting the registration and advance voting form, which is available on the company’s website, or corresponding information addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

In connection with the registration, a shareholder shall notify the requested information such as his/her name, date of birth and contact details. The personal data given to Uponor Corporation or Innovatics Oy 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 on the company’s website at uponorgroup.com/en-en/investors/governance/agm-2023.

The shareholder, his/her legal representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at 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., 7 March 2023. The right to participate in the general meeting also requires 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 14 March 2023 at 10:00 EET. This constitutes the required registration for the general meeting for nominee registered shares. Changes in the shareholding after the record date of the general meeting do not have any impact on the right to participate in the general meeting nor on the number of votes.

A holder of nominee registered shares is advised to request from his/her custodian bank, without delay, any necessary instructions regarding registration in the temporary shareholders’ register of the company, the issuing of proxy documents and voting instructions, as well as the registration for the general meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares in the temporary shareholders’ register of the company by the above-mentioned date at the latest, i.e., 14 March 2023 at 10:00 EET, and, if needed, to arrange for advance voting on behalf of a nominee-registered shareholder before the registration concerning nominee-registered shareholders has ended.

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 must identify to the electronic registration service and advance voting in person with strong identification, after which he/she will be able to register and vote in advance on behalf of the shareholder he/she represents.

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder in the general meeting. Should a shareholder participate in the general meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

A proxy and voting instruction template will be available on the company’s website at uponorgroup.com/en-en/investors/governance/agm-2023 as of 16 February 2023 at the latest. When registering by mail or email, a proxy representative shall deliver the duly completed and signed proxy documents together with the duly completed and signed registration and advance voting form in accordance with the instructions included in the form by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agm@innovatics.fi. When registering via the electronic registration and advance voting service on Uponor Corporation’s website at uponorgroup.com/en-en/investors/governance/agm-2023, the proxy documents shall be attached to the service. Proxy documents should be delivered before the last date for registration (10 March 2023 at 10:00 EET), by which time the proxy documents must be received.

4.   Advance voting


Registration for the general meeting and advance voting will begin on 16 February 2023. A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the general meeting by voting in advance, shall register for the general meeting and vote in advance no later than Friday, 10 March 2023 at 10:00 EET, by which time the registration and votes must be received.

In connection with the registration, a shareholder shall notify the requested information such as his/her name, date of birth and contact details. The personal data given to Uponor Corporation or Innovatics Oy 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 on the company’s website at uponorgroup.com/en-en/investors/governance/agm-2023.

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the general meeting or vote on a possible counterproposal, if they are present at the general meeting.

With regards to a holder of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for nominee-registered shares.

Shareholders holding a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting between 16 February 2023 – 10 March 2023 at 10:00 EET in the following ways:

a) via Uponor Corporation’s website at uponorgroup.com/en-en/investors/governance/agm-2023

• Electronic registration and advance voting require strong identification of the shareholder or his/her legal representative or the proxy representative via Finnish or Swedish online bank service or mobile certificate.

• One can register and vote in advance on behalf of another person or a company via proxy or by using the suomi.fi authorisation. If a proxy document is used, such document shall be attached to the service in connection with the registration and advance voting.

• Electronic registration and advance voting are considered as official participation in the Annual General Meeting.
  
  

b) by mail or email by submitting the registration and advance voting form, which is available on the company’s website at uponorgroup.com/en-en/investors/governance/agm-2023, or corresponding information to Innovatics Oy by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agm@innovatics.fi.

• If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email, the submission of votes before the end of the registration and advance voting period is considered as official participation in the Annual General Meeting, provided that the shareholder’s message includes the information required for registration set out in the registration and advance voting form.
  
  

An agenda item subject to advance voting is considered to have been presented unchanged to the general meeting. Voting instructions and the registration and advance voting form are available on the company's website at uponorgroup.com/en-en/investors/governance/agm-2023 as of 16 February 2023 at the latest. Further information is also available by telephone from +358 10 2818 909 on weekdays at 9–12 EET and 13–16 EET.

5.   Other instructions and information


Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to matters to be handled at the meeting.

On the date of release of this notice to the general meeting 15 February 2023, 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 530,950 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 72,675,994. Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the general meeting or the number of voting rights held in the general meeting.

Shareholders also have the opportunity to follow the Annual General Meeting as a webcast. The webcast will mainly be held in Finnish and interpreted to English. Shareholders who have registered to follow the webcast will receive a link to the webcast transmission to the email address and/or telephone number provided in connection with the registration. In connection with the webcast of the Annual General Meeting, a chat function is available, through which shareholders can also submit questions during the meeting. Shareholders are requested to note that following the meeting via webcast is not considered as official participation in the meeting and that it is not possible for a shareholder to exercise his/her right to request information nor exercise his/her voting rights in accordance with the Finnish Companies Act in the meeting via the webcast.

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

Coffee will be served after the meeting.

Vantaa 15 February 2023

Uponor Corporation

Board of Directors

Franciska Janzon
Senior Vice President, Corporate Communications and IR
Tel. +358 20 129 2821

DISTRIBUTION:
Nasdaq Helsinki
Media
www.uponorgroup.com

Uponor in brief
Uponor is a leading global provider of solutions that efficiently and effectively move water through cities, buildings, and homes. We help customers in residential and commercial construction, municipalities, and utilities, be more productive – and continuously find new ways to conserve, manage and provide water responsibly, unlocking its potential to provide comfort, health, and efficiency. Our safe drinking water, energy-efficient radiant heating and cooling systems, and reliable infrastructure solutions are sold in more than 80 countries. Uponor employs about 4,000 professionals in 26 countries in Europe and North America.

In 2022, the company’s net sales totalled approximately €1.4 billion. Uponor Corporation is based in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com