Resolutions of the Extraordinary General Meeting 2023 of Uponor Corporation
Uponor Corporation, Stock Exchange Release, 4 December 2023 at 11:10 am EET
Resolutions of the Extraordinary General Meeting 2023 of Uponor Corporation
Uponor Corporation’s Extraordinary General Meeting was held on 4 December 2023. 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”). 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 convened the Extraordinary General Meeting at the Offeror’s written request. The matters that were considered at the Extraordinary General Meeting were based upon that written request by the Offeror.
Resolution on amendment of the articles of association
The general meeting resolved 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).
Resolution on the remuneration of the members of the Board of Directors
The general meeting resolved that no remuneration be paid to the members of the Board of Directors.
Resolution on the number of the members of the Board of Directors
The general meeting resolved that the number of Board members shall be seven (7).
Resolution on the election of the members and chair of the Board of Directors
The general meeting resolved that Andreas Müller, Mads Joergensen, Joost Geginat, Helmut Elben, Thomas Hary, César Sayegh and Marc Lahusen were 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 general meeting resolved that Andreas Müller is the Chair of the Board of Directors for the term ending at the closing of the next annual general meeting.
Resolution on the abolition of the Nomination Board
The general meeting resolved that the Shareholders’ Nomination Board is abolished effective immediately upon the decision having been taken by the Extraordinary General Meeting.
Further information:
Reetta Härkki
Senior Vice President and Chief Legal Officer
Uponor Corporation
Tel. +358 (0)20 129 2835
Franciska Janzon
Senior Vice President, Corporate Communications and IR
Uponor Corporation
Tel. +358 (0)20 129 2821
DISTRIBUTION:
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www.uponorgroup.com
About Uponor
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. Uponor is part of the Georg Fischer group, located in Schaffhausen, Switzerland. www.uponorgroup.com
