Published: 08:32 16.02.2005 GMT+2 /HUGIN /Source: Uponor Corporation /HEX: UNR1V /ISIN: FI0009002158
Notice of Uponor's Annual General Meeting
Uponor Corporation Stock exchange announcement 16 Feb 2005 8:30
The shareholders of Uponor Corporation are hereby summoned to the Annual General Meeting to be held on Tuesday, 15 March 2005 at 5.00 p.m. at Marina Congress Center, Katajanokanlaituri 7, Helsinki, Finland. The registration of the attending shareholders will begin at 4.00 p.m.
In accordance with Article 10 of the Articles of Association at the meeting shall be:
- Presented the financial statements 2004 consisting of the income statement, the balance sheet and the report on operations, as well as the consolidated financial statements
- Presented the auditors' report on the financial statements and on the consolidated financial statements
- Decided upon the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet
- Decided upon the measures warranted by the profit or loss in accordance with the approved balance sheet and consolidated balance sheet
The Board of Directors proposes that a dividend of EUR 0.70 per share be distributed for 2004. The dividend will be paid to a shareholder registered as a shareholder in the shareholder register maintained by Finnish Central Securities Depository Ltd on the record date 18 March 2005. Since the Finnish Central Securities Depository Ltd has granted the corporation a permission to deviate from the statutory dividend payment date, the Board of Directors proposes that the dividend be paid on 30 March 2005.
- Decided upon the discharge from liability to the members of the Board of Directors and the Managing Director
- Decided upon the remuneration of the members of the Board of Directors
- Decided upon the number of the members of the Board of Directors
- Elected the members of the Board of Directors
A group of shareholders representing approx. 37 per cent of the corporation's shares and voting rights has informed the corporation that it will propose to the general meeting that the number of the Board members be resolved on five and that Mr Pekka Paasikivi, Mr Aimo Rajahalme, Ms Anne-Christine Silfverstolpe Nordin and Mr Rainer S. Simon be re-elected to the Board and as a new member Metso Corporation's President and CEO Jorma Eloranta, M.Sc. (Eng.), 54. The aforementioned persons have given their consent to the election.
- Elected the auditor.
The Board of Directors proposes that KPMG Oy Ab (formerly KPMG Wideri Oy Ab), a firm of authorised public accountants certified by the Central Chamber of Commerce of Finland, be re-elected the corporation's auditor. The auditor has consented to re-election.
In addition, the following Board of Directors' proposals will be discussed at the meeting:
1. The Board of Directors' proposal for the amendment to Articles 1 and 9 of the Articles of Association
The Board of Directors proposes that the corporation's domicile in Lahti be changed to Helsinki. In addition, the Board proposes amendments to the Articles governing the notice and the place of the general meeting.
2. The Board of Directors' proposal for a reduction of the share capital
The Board of Directors proposes that the corporation's share capital be reduced by EUR 874,000, from the current EUR 149,640,888 to EUR 148,766,888, through cancellation, without payment, of 437,000 own shares held by the corporation. The reduction will be executed by transferring the total nominal value of the shares to be cancelled, i.e. EUR 874,000, to the capital reserve, with no effects on the restricted shareholders' equity.
3. The Board of Directors' proposal for an authorisation to buy back own shares
The Board of Directors proposes that the Board be authorised to decide within one (1) year from the date of the meeting to buy back own shares using distributable earnings from unrestricted equity.
The total par value of the shares to be bought back, together with the par value of own shares already held by the corporation, may not exceed the maximum amount permitted by law of the corporation's share capital and voting rights at the time of the buyback. The maximum amount permitted by law at the time of the notice of the meeting is five (5) per cent but this may, as a result of a pending law amendment, increase to ten (10) per cent before the AGM or during the validity of the authorisation.
Shares will be bought back, upon the decision of the Board, in public trading on the Helsinki Stock 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, develop the capital structure of the corporation, finance investments, dispose of them in some other way or cancel them. The share buyback will reduce the corporation's unrestricted equity.
Financial Statements and Annual Report
The Financial Statements and the Board of Directors' proposals with appendices will be available for shareholders' inspection at the Corporate Head Office, Robert Huberin tie 3 B, Vantaa, Finland, from Tuesday, 8 March 2005. Any copies of these documents will be sent to a shareholder upon request. The Financial Statements and the Board of Directors' proposals are also available on the corporation's website at www.uponor.com.
The Annual Report 2004 as well as a written notice of the general meeting, as required in Chapter 9, Article 9 of the Finnish Companies Act, will be sent before the meeting to shareholders, whose address is known to the corporation.
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 Finnish Central Securities Depository Ltd, on Friday, 4 March 2005 and
2. Notified the corporation of his/her attendance by 4.00 p.m. on Wednesday, 9 March 2005.
A shareholder whose shares have not been registered in his/her personal book-entry securities account (a nominee registered shareholder) can be temporarily entered in the shareholder register on 4 March 2005 if (s)he wishes to attend the meeting. In this case, (s)he should contact his/her account manager well before said date.
Registration
A shareholder can notify the corporation of his/her attendance by either
- e-mail via our website at www.uponor.com or
- fax +358 20 129 2851 or
- telephone +358 20 129 2826/Nan Ekblom or
- mail addressed to Uponor Corporation, Legal Services, P.O. Box 37, FI-01511 Vantaa, Finland.
The deadline for registrations is Wednesday, 9 March 2005, 4.00 p.m. Proxies, if any, should also be submitted by this deadline.
Uponor Corporation
Board of Directors
Uponor Corporation
Tarmo Anttila
Vice President, Communications
Tel. +358(0)20 129 2852
Tel. +358(0)20 129 2852
DISTRIBUTION
Helsinki Stock Exchange
Media
www.uponor.com
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