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Uponor Corporation, Stock Exchange Release, 17 March 2023 at 15:00 EET
Resolutions by Uponor Corporation's Annual General Meeting 2023
Uponor Corporation's Annual General Meeting was held in Helsinki on 17 March 2023. The general meeting approved the financial statements, considered the remuneration report, and discharged the members of the Board of Directors and the company's President & CEO from liability for the financial year 2022.
The general meeting approved the Board of Directors proposal of €0.69 per share for the financial year 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 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.
Authorisation to repurchase the company's own shares
The general meeting approved the authorisation for the Board of Directors 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. These shares will be bought back using funds from unrestricted equity. 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.
Authorisation to resolve on the issuance of shares
The general meeting approved the authorisation for the Board of Directors 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. 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.
Election of Directors and the Auditor
The general meeting decided to elect seven members to the Board of Directors. Re-elected as Members of the Board were Annika Paasikivi, Johan Falk, Markus Lengauer, Michael G. Marchi and Susanne Skippari. Hans Sohlström and Katja Keitaanniemi were elected as new members. Annika Paasikivi was elected as the Chair of the Board of Directors.
KPMG Oy Ab, a company of Authorised Public Accountants, was re-elected as the auditor of the company for the following term of office.
The general meeting confirmed the annual remuneration of the Board as follows: €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. 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.
Travel expenses related to Board meetings shall be paid according to the travel policy of the company.
Additionally, a 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.
Other decisions by the g eneral meeting
The general meeting approved the amendments to the charter of the Nomination Board and to the articles of association as proposed.
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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.