Uponor Board of Directors' proposals to the Annual General Meeting

2/9/2005, 8:31 AM (Source: GlobeNewswire)
Uponor Corporation Stock exchange release 9 February 2005 9:20

Uponor Corporation's Board of Directors has decided to convene the
Annual General Meeting of 2005 (AGM) and propose a per-share dividend
of EUR 0.70, amendments to the Articles of Association, a reduction
of the share capital through cancellation of own shares, and a
renewal of the authorisation to buy back shares. The notice of the
AMG to be held at Marina Congress Center, Helsinki, Finland, on 15
March 2005, will be released on 16 February.

Dividend proposal

As announced on 2 February, 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.

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 instead of Lahti. In addition, the Board
proposes amendments to the Articles governing the notice and the
place of the general meeting. Attached Annex 1 shows the exact
wording of the proposed amendments.

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 of the share capital
will be executed by transferring the total nominal value of the
shares to be cancelled, i.e. EUR 874,000, to the capital reserve. The
reduction has no effect on the restricted shareholders' equity.

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 is five (5) per cent at the moment, 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 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.

Proposal for the auditor

The Board of Directors proposes that KPMG Oy Ab (formerly KPMG Wideri
Oy Ab), a corporation of authorised public accountants accredited by
the Central Chamber of Commerce of Finland, be re-elected as the
auditor of the corporation. The auditor has consented to re-election.

The notice of the AGM will be published in Helsingin Sanomat,
Hufvudstadsbladet and Etelä-Suomen Sanomat and as a stock exchange
announcement on 16 February 2005. As of the same date, the notice of
the meeting and the Board of Directors' proposals with appendices
will also be available on the corporation's website at
www.uponor.com.

For additional information, please contact:
General Counsel Pekka Holopainen, tel. +358-20-129 2835.


Uponor Corporation

Tarmo Anttila
Vice President, Communications




DISTRIBUTION
Helsinki Stock Exchange
Media
www.uponor.com


Annex 1

Board of Directors' proposal for the amendment to Articles 1 and 9 of
the Articles of Association

The Board of Directors proposes that the Annual General meeting
resolve to amend the Articles 1.2 as well as 9.1 and 9.3 of the
Articles of Association as follows:

Article 1: Name and domicile of the company

Current wording:
The domicile of the company is Lahti.

New wording:
The domicile of the company is Helsinki.


Article 9: Notice of general meeting

Current wording:
The notice to a general meeting shall be submitted to the
shareholders not earlier than six (6) weeks and not later than
seventeen (17) days prior to the meeting by means of an advertisement
published in two newspapers appearing in Helsinki and one newspaper
appearing in Lahti; one of the newspapers appearing in Helsinki shall
be in Swedish.

The general meeting may be held in the domicile of the company, or in
Helsinki, Espoo or Vantaa.

New wording:
The notice to a general meeting shall be submitted to the
shareholders not earlier than six (6) weeks and not later than
seventeen (17) days prior to the meeting by means of an advertisement
published in two newspapers which appear in Helsinki, one of them
published in Swedish.

The general meeting may be held in the domicile of the company, or in
Espoo or Vantaa.
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