Proposals of Uponor’s Nomination Committee for the Annual General Meeting
Uponor Corporation Stock Exchange Release January 25, 2022 at 12:00 noon
Uponor ‘s Nomination Committee’ s proposals to the Annual General Meeting 2022
The proposals of Uponor’s Nomination Board for the Annual General Meeting to be held in Helsinki on March 15, 2022 are as follows:
REMUNERATION OF BOARD MEMBERS
The Nomination Board proposes to the Annual General Meeting that the annual remuneration of the members of the Board of Directors be increased and that they be:
EUR 100,000 (2021: EUR 90,000) to the Chairman of the Board,
€ 58,000 (2021: € 51,000) to the Deputy Chairman of the Board,
EUR 58 000 (2021: EUR 51 000) to the chairman of the Audit Committee,
EUR 58 000 for the chairman of the Personnel and Remuneration Committee (only if he is also not the chairman of the board) and
€ 48,000 (2021: € 46,000) to other members of the Board.
The Nomination Board proposes that approximately 40% of the remuneration be paid by acquiring Uponor Corporation’s shares in public trading to a member of the Board of Directors or by transferring Uponor Corporation’s shares held by the company (and then the remainder paid in cash) or alternatively. , by paying the full fee in cash and obliging the Board member to use approximately 40% of the fee paid in cash to acquire Uponor Corporation ‘s shares in public trading. The Board’s annual fee will be paid within two weeks of the publication of the company’s January-June 2022 semi-annual report. If the remuneration is paid in full in cash, the member of the Board of Directors must repurchase the shares within two weeks of the repurchase of the company’s shares. Publication of the company’s interim report for January-September 2022.
The Nomination Board proposes that travel expenses related to Board meetings be paid in accordance with the company’s travel rules.
The Nomination Board also proposes that the members of the Board of Directors be paid a fee of EUR 800 (EUR 2021: 600) for each annual meeting of the Board of Directors and committees (excluding decisions made without the meeting) for meetings held in Finland. the place of residence of the member, € 1,600 (€ 2021: € 1,200) for meetings held elsewhere on the same continent and € 3,000 (€ 20,400) for meetings held on another continent. Telephone meetings are remunerated for meetings held in the member’s country of residence. The additional fee to be paid for the meeting of the Board and committee chairs (2021: € 600) will be eliminated.
NUMBER OF BOARD MEMBERS
The Nomination Board proposes that the number of Board members remain at six.
ELECTION OF MEMBERS AND CHAIRMAN OF THE BOARD
The Nomination Board decided to propose to the Annual General Meeting that Pia Aaltonen-Forsell, Johan Falk, Markus Lengauer, Michael Marchi and Annika Paasikivi be re-elected as members of the Board. leaders.
Casimir Lindholm had given notice that he was no longer available for re-election.
The Nomination Board proposes that Susanne Skippari (b. 1974, M.Sc. (Econ.)) Be elected as a new member of the Board for the next term. He currently serves as KONE’s Chief Human Resources Officer and is a member of KONE’s Executive Board. Skippari has worked in various HR positions at KONE and Nokia. He has gained extensive experience in creating and implementing strategies, leveraging culture, resources, and talent to gain a competitive edge.
With regard to the election procedure for the members of the Board of Directors, the Nomination Board recommends that the shareholders comment on the proposal in its entirety at the Annual General Meeting. This recommendation is based on the fact that, in accordance with the company’s good Nordic corporate governance model, the shareholders’ nomination committee is separate from the Board of Directors. In addition to ensuring that the individual candidates for Board membership have the required qualifications, the shareholders’ Nomination Board is also responsible for ensuring that the proposed Board of Directors as a whole also has the best possible expertise and experience. the company that the principles of board diversity are observed and that the composition of the board also meets the other requirements of the corporate governance code for listed companies.
In addition, the Nomination Board proposes that Annika Paasikivi be elected Chairman of the Board.
Uponor’s Nomination Board consists of the following persons: Ville Kivelä (representing Oras Invest Oy), Henrika Vikman (Nordea Funds Oy) and Reima Rytsölä (Varma Mutual Pension Insurance Company) and Annika Paasikivi (Expert Member).
Uponor Corporation
For more information, contact:
Ville Kivelä, Chairman of the Nomination Committee
Tel: +358 10 2868 100
Reetta Härkki, General Counsel, Uponor Corporation
Tel: +358 20 129 2835
DISTRIBUTION:
Nasdaq Helsinki
Media
www.uponorgroup.com
Uponor in brief
Uponor is thinking about water for future generations. Our offering, which includes a safe supply of drinking water, energy-efficient radiant heating and cooling, and reliable infrastructure, enables a more sustainable living environment. We help our customers work faster and smarter in residential and commercial construction, municipalities and municipal industries, as well as in various industries. Uponor employs approximately 3,700 professionals in 26 countries in Europe and North America. In 2020, Uponor’s net sales were approximately EUR 1.1 billion. Uponor Corporation is domiciled in Finland and listed on Nasdaq Helsinki. www.uponorgroup.com