Notice to the extraordinary General Meeting of Uponor Corporation

Uponor Corporation, Stock Exchange Release, 10 November 2023 at 17:20 EET

Notice to the Extraordinary General Meeting of Uponor Corporation

The shareholders of Uponor Corporation are hereby summoned to the Extraordinary General Meeting to be held on Monday, 4 December 2023 at 10:00 EET. The Extraordinary General Meeting will be organised without a meeting venue remotely using telecommunication connection and technical means in real time, in accordance with Section 9 of the company’s articles of association and Chapter 5, Section 16, Subsection 3 of the Finnish Companies Act. Instructions for participation are set out in section C. “Instructions for the participants of the general meeting” of this notice.

The company's shareholders and their proxy representatives may also attend the meeting and exercise their shareholder rights by voting in advance. Instructions for advance voting are set out in section C.5 “Advance voting” of this notice.

On 12 June 2023, Georg Fischer Ltd. (the “Offeror”) and Uponor Corporation entered into a combination agreement pursuant to which the Offeror made a voluntary recommended public cash tender offer for all the issued and outstanding shares in Uponor that are not held by Uponor or any of its subsidiaries (the “Tender Offer”).

On 6 November 2023, the Offeror announced that it will complete the Tender Offer in accordance with its terms and conditions. The offer price will be paid on or about 13 November 2023 to each shareholder who has validly accepted, and not validly withdrawn, the Tender Offer, after which the shares held by the Offeror represent approximately 92.5 percent of all of the issued and outstanding shares in Uponor that are not held by Uponor or any of its subsidiaries.

Pursuant to the combination agreement, after the Offeror has publicly confirmed that it will complete the Tender Offer, the Board of Directors of the company shall, at the Offeror’s written request, convene an Extraordinary General Meeting of the company. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon that written request by the Offeror.

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.   Amendment of the articles of association

It is proposed to the general meeting that Section 4 of the company’s articles of association be amended so that the minimum number of members of the Board of Directors is three (3) and the maximum number is seven (7). No other amendments are proposed to Section 4 of the articles of association.

In its amended form, Section 4 of the articles of association would read as follows (unofficial translation in English below for information purposes only):



4 § Board of Directors

For the administration and proper organisation of its operations, the company shall have a Board of Directors with a minimum of three (3) and maximum of seven (7) standing members. The members of the Board of Directors shall be elected by the Annual General Meeting of Shareholders for a term of one (1) year at a time. The term of the Board members shall expire at the close of the Annual General Meeting electing the new Board of Directors.

The Board of Directors shall appoint one (1) Vice Chairman from among its members for a term of one (1) year at a time. If the Chairman of the Board of Directors resigns in the middle of his/her term or is permanently unable to carry out his/her duties, the Board of Directors may elect a new Chairman from among its members for the remaining term of office.

A quorum is present at the meetings of the Board of Directors when more than half of the members are in attendance.

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

It is proposed to the general meeting that no remuneration be paid to the members of the Board of Directors.


8.   Resolution on the number of the members of the Board of Directors

It is proposed to the general meeting that the number of Board members shall be seven (7).


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

It is proposed to the general meeting that Andreas Müller, Mads Joergensen, Joost Geginat, Helmut Elben, Thomas Hary, César Sayegh and Marc Lahusen be elected as members of the Board of Directors for a term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next annual general meeting. The term of office of Uponor Corporation’s current Board members would end upon the commence of the term of the above-mentioned Board members.

It is further proposed to the general meeting that Andreas Müller be elected as Chair of the Board of Directors for the term ending at the closing of the next annual general meeting.

Each of the proposed members of the Board of Directors is independent of Uponor, but is not independent of significant shareholders of Uponor. Each of the proposed members of the Board of Directors is a permanent resident of Switzerland expect for Andreas Müller who is a permanent resident of Germany.


10.   Resolution on the abolition of the Nomination Board

Uponor Corporation has a permanent Shareholders’ Nomination Board (the “Nomination Board”), which has been established by its Annual General Meeting in March 2012.

It is proposed to the general meeting that it resolves that the Nomination Board is abolished so that the resolution would become effective immediately upon having been taken by the Extraordinary General Meeting.


11.   Closing of the meeting


B. Documents of the general meeting

This notice which includes the resolution proposals relating to the agenda of the general meeting is available on Uponor Corporation’s website at https://www.uponorgroup.com/en-en/investors/governance/egm-2023. 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 18 December 2023.

No separate invitation to the Extraordinary 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, 22 November 2023, is registered in the shareholders’ register of the company, held by Euroclear Finland Oy, 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 13 November 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 28 November 2023 at 10:00 EET, by which time the registration must be received. The registration may be made:

• via Uponor Corporation’s website at https://www.uponorgroup.com/en-en/investors/governance/egm-2023,
• by email by submitting the registration and advance voting form, which is available on the company’s website, or corresponding information to [email protected], 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, General Meeting / 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 https://www.uponorgroup.com/en-en/investors/governance/egm-2023.

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 Oy on the record date of the general meeting, i.e., 22 November 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 Oy at the latest by 29 November 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, well in advance, 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 and advance voting for the general meeting. The account management organisation of the custodian bank shall 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., 29 November 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.

A holder of nominee-registered shares who has registered for the general meeting through his/her custodian bank may also participate in the meeting using telecommunication connection and technical means in real time as described below in section C.4 “Instructions for participation” of this notice. To participate in the meeting remotely, the shareholder is also required to submit his/her email address and telephone number and, in case the shareholder is represented by a proxy representative, a proxy document or other similar documentation necessary to prove the right of representation. Such personal details and documentation may be submitted by mail to Innovatics Oy, General Meeting / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to [email protected] before the registration concerning nominee-registered shareholders has ended so that a participation link and password to participate in the meeting can be sent to the holder of nominee-registered shares. If a holder of nominee-registered shares has authorised their custodian bank to vote in advance on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the general meeting, unless the holder of nominee-registered shares votes otherwise at the meeting.

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 authentication, 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 https://www.uponorgroup.com/en-en/investors/governance/egm-2023 as of 13 November 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, General Meeting / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to [email protected]. When registering via the electronic registration and advance voting service on Uponor Corporation’s website at https://www.uponorgroup.com/en-en/investors/governance/egm-2023, the proxy documents shall be attached to the registration. Proxy documents should be delivered before the last date for registration (28 November 2023 at 10:00 EET), by which time the proxy documents must be received.

4. Instructions for participation

Shareholders who have the right to participate in the general meeting may participate in the meeting remotely and exercise their shareholder rights in full in real time during the meeting using telecommunication connection and technical means or by voting in advance.

Shareholders may exercise their right to request information during the meeting orally by using their microphone.

The general meeting may be accessed through Inderes' virtual general meeting service on Videosync platform, which includes a video and audio connection to the general meeting. The meeting platform does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for addressing the meeting. It is recommended to use the most common browsers (i.e., Chrome, Firefox, Edge, Safari, or Opera). It is recommended to log in to the meeting platform well in advance of the meeting.

The participation link and password for the remote participation will be sent by email and/or SMS no later than the day before the general meeting to the e-mail address and/or mobile phone number provided at the time of registration to all those shareholders who have registered for the general meeting. Shareholders who have voted in advance can also participate in the general meeting on the platform. The votes cast in advance will be taken into account in the resolution of the general meeting, regardless of whether such shareholders participate in the general meeting remotely or not. Shareholder participating in the meeting remotely will be able to change their advance votes during the meeting, should a vote take place.

For more information on the meeting platform, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions, please visit: https://vagm.fi/support. A link to test the compatibility of your device’s network connection is found at https://demo.videosync.fi/agm-compatibility?language=en. It is recommended for the participants to familiarise themselves with the instructions for participation before the meeting.

5. Advance voting

Registration for the general meeting and advance voting will begin on 13 November 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 by voting in advance, shall register for the general meeting and vote in advance no later than 28 November 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 https://www.uponorgroup.com/en-en/investors/governance/egm-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 participate in the general meeting remotely using telecommunication connection and technical means.

With regard 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 registration 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 general meeting between 13 November 2023 – 28 November 2023 at 10:00 EET in the following ways:

a) via Uponor Corporation’s website at https://www.uponorgroup.com/en-en/investors/governance/egm-2023

• Electronic registration and advance voting require strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID 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 general meeting.
  
  

b) by mail or email by submitting the registration and advance voting form, which is available on the company’s website at https://www.uponorgroup.com/en-en/investors/governance/egm-2023, or corresponding information to Innovatics Oy by mail addressed to Innovatics Oy, General Meeting / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to [email protected].

• If a shareholder participates in the 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 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 https://www.uponorgroup.com/en-en/investors/governance/egm-2023 as of 13 November 2023 at the latest.

6. Other instructions and information

The general meeting will mainly be held in Finnish and interpreted to English. 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. Shareholders may exercise their right to request information during the meeting orally by using their microphone.

Further information on registration and advance voting is available by telephone from +358 10 2818 909 on weekdays at 9:00–12:00 EET and 13:00–16:00 EET.

On the date of release of this notice to the general meeting 10 November 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 373,685 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 72,833,259. Changes in the shareholding after the record date of the general meeting do not affect the right to participate in the general meeting or the number of voting rights held in the general meeting.

Helsinki 10 November 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 3,600 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