Notice of Uponor's Annual General Meeting

2/16/2005, 7:32 AM (Source: GlobeNewswire)
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




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