Resolutions by Uponor Corporation’s Annual General Meeting - Seite 2

Authorisation to resolve on the issuance of shares

The Board of Directors was authorised to resolve on issuing a maximum of 7,200,000 new shares or transferring the company’s own shares, amounting in total to approximately 9.8 per cent of the total number of the shares of the company. The Board of Directors is authorised to resolve on all the conditions of the issuance of shares. This authorisation is valid until the end of the next annual general meeting, however, no longer than 18 months from the date of the general meeting.

Election of Directors and the Auditor

Existing Board members Annika Paasikivi (chair), Pia Aaltonen-Forsell, Johan Falk, Markus Lengauer, Casimir Lindholm and Michael G. Marchi were re-elected.

KPMG Oy Ab, a company of Authorised Public Accountants, was elected as the auditor of the company for the following term of office.

Board remuneration

The annual remuneration of the Board is as follows: €90,000 for the Chair of the Board, €51,000 for the Deputy Chair of the Board, €51,000 for the Chair of the Audit Committee and €46,000 for other members of the Board. Approximately 40% of the remuneration shall be paid by acquiring Uponor Corporation’s shares in public trading and/or by conveying Uponor Corporation’s shares held by the company and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation’s shares in public trading. The yearly Board remuneration shall be paid within two weeks after the publication of the company’s half-year report for January-June 2021. In case the full remuneration is paid in cash, a Board member shall make the purchase of shares within two weeks after the publication of the company’s interim report for January-September 2021.Travel expenses related to Board meetings shall be paid according to the travel policy of the company.

Additionally, a remuneration per each actual board and committee meeting (excluding decisions without a meeting) shall be paid to the members of the Board of Directors amounting to €600 for meetings held at the country of residence of the member, €1,200 for meetings held elsewhere on the same continent, and €2,400 for meetings held on another continent. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member. In addition, a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting.