2022 was a good year Annual Review
Welcome to the Uponor Annual Review 2022
Enquiries
ir@uponor.com
Meeting requests
Päivi Dahlqvist, Executive Assistant
Tel. +358 (0)20 129 2823, paivi.dahlqvist@uponor.com
Other IR contacts
Markus Melkko, CFO
Tel. +358 (0)20 129 2038, markus.melkko@uponor.com
Franciska Janzon, SVP,
Corporate Communications and IR
Tel. +358 (0)20 129 2821, franciska.janzon@uponor.com
Shareholder enquiries
legal@uponor.com
Reetta Härkki, SVP and Chief Legal Officer
Tel. +358 (0)20 129 2835, reetta.harkki@uponor.com
Investor Relations at Uponor
Change of address
Shareholders are requested to notify their
custodian bank, their brokerage firm, or any other
financial institution responsible for maintaining
their book-entry securities account of any
changes in their mailing address.
Disclosure policy
Information on Uponor’s disclosure policy is
available on uponorgroup.com > Investors >
Disclosure Policy.
Corporate Communications
Uponor Corporation, Corporate Communications
P.O. Box 37, Äyritie 20
FI-01511 Vantaa, Finland
Tel. +358 (0)20 129 211
communications@uponor.com
Uponor’s Annual Report 2022 consists of an Annual Review and a Sustainability Review, which are
published as separate documents and can be found on our website at uponorgroup.com.
You are now reading the Annual Review 2022, which covers the CEO’s Review, Uponor as an
investment, an overview of the divisions, Uponor’s offering, Group strategy and megatrends affecting
the business, Board of Directors’ Report, Financial Statements for 2022, and Auditor’s Report.
The Annual Review also includes information for shareholders, as well as the Corporate Governance
Statement and the Remuneration Report. This document is an English translation of official Finnish
ESEF report.
The Sustainability Review describes Uponor’s sustainability work in 2022.
Annual Review 2022 | 2
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Uponor and our strategy
An international brand with strong innovation heritage ........................................................................... 4
2022 was a good year for Uponor ...............................................................................................................................6
Attractive investment case ............................................................................................................................................ 8
Maximizing the Core and Sustainable Innovation ...........................................................................................9
...............................................................11
Leading sustainable solutions for water, indoor climate and infrastructure .............................12
Building Solutions – Europe: Strong market position
driven by well-known brand and leading portfolio .......................................................................................13
Building Solutions – North America: Leading brand in North American
PEX markets driven by unique offering ...................................................................................................................15
Uponor Infra: Designed solutions gaining ground .........................................................................................17
Group Leadership Team ..................................................................................................................................................19
Board of Directors .................................................................................................................................................................21
Corporate Governance Statement .........................................................................................................................22
Remuneration Report ........................................................................................................................................................38
Financial Statements
Board of Directors’ Report .............................................................................................................................................46
Consolidated Financial Statements (IFRS) ........................................................................................................62
Parent Company Financial Statements (FAS) ...............................................................................................101
Proposal of the Board of Directors ...........................................................................................................................111
Auditor’s Report ....................................................................................................................................................................112
Shareholder’s info ..............................................................................................................................................119
Table of contents
1,500
1,000
500
0
524 490
341
244
375
500
252
389
287
564
468
599
313
480
337
1,196
1,103
1,136
1,313
1,386
2018 2019 2020 2021 2022
Building Solutions – Europe Building Solutions – North America Uponor Infra
M€
0.80
0.60
0.40
0.20
0.00
74%
71%
€
47%
50%
57%
Dividend per share
Payout ratio of EPS
*The Board’s dividend proposal: €0.69 (0.67) per share,
of which €0.34 will be paid in March 2023 and €0.35 is
planned to be paid in September 2023.
20192018 2020 2021 2022
0.51 0.53 0.57 0.67 0.69
150
100
50
0
139.1139.2
15.1
20.9
20192018 2020 2021 2022
Net interest bearing liabilities
Gearing, %
48.5
57.5%
53.0%
28.6%
1.7%
13.1%
M€
5.6%
1.21
1,386.2
0.69
Sales growth
Comparable EPS, EUR
Net sales, MEUR
Dividend per share*, EUR
11.1%
153.7
Comparable Operating
Comparable Operating
Net interest bearing liabilities Dividend per share*
2022 in numbers
200
150
100
50
0
47
57
75
85
78
8.3%
8.4%
23
32
11
55
19
12.6%
72
16
12.2%
58
23
11.1%
35
99
93
143
161
154
2018 2019 2020 2021 2022
Building Solutions – Europe Building Solutions – North America Uponor Infra
Comparable Operating Profit Margin
M€
23
Comparable operating profit (M€) Net sales (M€)
Building Solutions – Europe Building Solutions –North America Uponor Infra Comparable Operating Profit Margin
Annual Review 2022 | 3
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
THIS IS UPONOR
An international brand
with strong innovation
heritage
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 to 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.
Our trusted products and project-spanning
partnerships build strong businesses while
moving water where it needs to go, effortlessly
and flawlessly. We're making a difference in the
defining issues of our time: conserving water
and energy, supporting the future of skilled
labour, and creating healthier places to live and
work.
Attractive end-market exposure (%) s. 5
Water systems
Indoor climate
Infra
22%
53%
24%
Balanced geographical exposure (%) s. 5
United
States
Germany
Sweden
Canada
Finland
Denmark
Poland
Spain
Norway
Netherlands
Rest
16%
30%
11%
10%
10%
3%
2%
4%
4%
4%
4%
Balanced divisional mix (%) Attractive end-market exposure (%) Balanced geographical exposure (%)
Uponor employs about 4,000 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
Building
Solutions -
Europe
Building
Solutions -
North America
Uponor Infra
22%
34%
43%
#1
in Nordic and selected core
European sub divisions
#4,000employees€1.4
Billion
net sales
~80
Countries where our
products are sold
Annual Review 2022 | 4
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Unlocking the potential of water
to protect the place we call home
Building Solutions
- North America
Building Solutions
- Europe
Uponor – moving water
through cities, buildings and homes
Megatrends
Need for safe and
clean water
Energy transformation
Need for solutions
to lower CO
²
Construction
productivity
Vision
To be the leader in sustainable
water solutions
Maximize the core
Sustainable innovations
Lead construction to net zero
People First
Strategy for
growth and resilience
We are Uponorians
CONNECT
INSPIRE
BUILD
Distributors
Competitive advantages
Superior quality
Ease of installation
Comprehensive offering
Expert service
Leading brand
Customers
€
$
Uponor Infra
Annual Review 2022 | 5
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
CEO’S REVIEW
2022 was a good year
for Uponor
2022 was a good year for Uponor. Despite a volatile market
environment impacted by the war in Ukraine, rising interest
rates, high inflation and the cyberattack we faced in the month
of November, we did well. Our full year 2022 net sales were
record-high at €1.4 billion, growing by 5.6% year-on-year.
Our comparable operating profit reached its second highest
level ever and the margin remained solid at 11.1% (12.2), reflecting
our strong operational performance as well as ability to
successfully implement price increases and manage adverse
conditions.
Market development was relatively positive in the first half of
the year, however, as interest rates started to rise construction
activity began to moderate from multi-year highs, especially in
the US single-family home segment and builder confidence fell
throughout our markets in the second half of the year.
Fast recovery from cyberattack
In the fourth quarter, our net sales decreased by 16% mainly due
to the impact of the cyberattack against Uponor on 5 November.
After the attack, the company took immediate actions to
investigate and remediate the situation. One of these actions
was to shut down all systems and production as a precautionary
measure. After one week of production interruption, operating
levels started to recover, and they were back at normal levels
from the beginning of December. Net sales declined in all
divisions, but our Infra business was the least affected by the
cyberattack and delivered a strong operating result due to
successfully run designed solutions projects. Our Building Solutions
Europe and North America divisions also recovered fast and
posted a record result for the month of December. However, this
was not enough to compensate for the impact of production
interruption and related volume loss in November before the
financial year ended.
Successful strategy execution
in its initial year
We have executed well on our
‘Maximizing the Core and Sustainable
Innovations’ strategy during its initial
year. In Building Solutions – Europe, we
focused on countries with high potential
to drive organic growth with a systematic
4C approach (Categories, Countries,
Channels, Customers). We also started
the journey moving from component
selling to selling more integrated solutions,
which can significantly increase the sales
opportunities per dwelling. In Building
Solutions – North America, we continued to
make inroads into the commercial market and
to leverage on our global offerings and brought
new, innovative products to the local market.
In Uponor Infra, we continued successfully
to transform the sales mix by moving towards
industry projects with higher margin categories.
All-time high net sales and
the comparable operating
profit reached its second
highest level ever.”
“
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 6
Progress in sustainability innovations
To accelerate sustainable innovation, we formed a new
Technology organisation that will also drive manufacturing
efficiency and supply chain resilience. We moved forward
innovation initiatives to enable profitable growth in technologies
where Uponor has a competitive advantage. We also renewed our
ESG framework in line with our ambition to lead the construction
industry towards net zero. We made progress towards our
ESG targets, in particular, with regards to our aim of having a
sustainable alternative for 50% of the product portfolio by 2027.
We launched four new sustainable ‘Blue’ products based on
renewable raw materials. The positive initial feedback that we
have received from our customers is encouraging. Together
with our value chain partners we completed the technical
development of a closed loop chemical recycling process for
PEX, allowing Uponor, as the first one in the world, to recycle its
PEX waste back to new PEX pipes. We harmonized the calculation
of our lost time injury frequency rate, LTIF, across all divisions and
have taken steps to transform the safety culture at Uponor to
reach our ‘zero accidents’ target by 2025. In 2022, our LTIF was
8.3 (8.8).
Our People First efforts focused on building a new engaged
performance-based culture, while creating an inclusive and
diverse workplace that attracts and retains the best talent. I am
also very pleased to have been able to welcome new members
to our Executive Committee and Group Leadership Team. I feel
confident we have a strong team to deliver the strategy.
Renewed vision, purpose and tagline
Uponor’s updated vision and purpose statements are grounded
in our strategy. Our vision is to be the leader in sustainable water
solutions. The company purpose of unlocking water’s potential
to protect the place we call home challenges Uponorians to
continuously find new ways to conserve, manage and provide
water responsibly. Water is the catalyst that allows us to innovate
energy-efficient and this is also captured in our new company
tagline “Moving Water”.
Staying on course with our strategy while improving
resilience
Turning to 2023, we stay on course with our long-term growth
strategy while improving our resilience. Our demand outlook
is negatively impacted by the rising interest rates, a continued
volatile environment and cost inflation pressures. To offset
these headwinds and continue building a robust, lean
and resilient company, we have initiated a transformation
programme over the years 2023–2024. With the successful
implementation of this transformation, Uponor aims to create
a new Uponor-wide operating model strengthening Uponor’s
longterm competitiveness, capability to adjust to changing
market conditions and ability to better serve customer needs.
The programme aims at efficiency gains and annual cost
savings of €30 million with an estimated net reduction of up
to 400 jobs globally.
Pursuing growth with a systematic 4C approach, optimizing
capacity and protecting our margins will be our key priorities
in 2023 and 2024.
Looking on the long term, maximizing the core and sustained
innovation will support Uponor’s profitable growth ambitions, also
under tough market conditions. We believe the current energy
crisis will further accelerate the transformation toward and
growing demand for more energy-efficient systems. Uponor is well
positioned to benefit from this trend.
Finally, I would like to thank everyone in our organization for their
dedication, focus on delivery and outstanding work during a very
exceptional year.
I am very proud of the leadership and how Uponorians, united
as one team, managed the cyber incident in a short time frame.
This shows that while systems are essential, the knowledge
and experience of our people are what makes this company
stand out. We are also thankful for the support and recognition
that we have received from our customers, suppliers and other
stakeholders.
I am confident that the strong engagement and performance
focus of our people, as well as the strength of our balance sheet
and our diversified portfolio, positions us well to capture growth
opportunities even if volatility in our markets remains high in the
coming quarters.
With best regards,
Michael Rauterkus
President and CEO
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 7
ATTRACTIVE INVESTMENT CASE
An industry leader with attractive geographic
and end-market exposure
• Water management sector expected to significantly outgrow the underlying construction market driven
by secular growth trends: energy efficiency, productivity, and clean water
• Uponor is well positioned in European and North American markets, serving both new construction and renovation
projects which helps mitigate the cyclicality of the construction industry
• Uponor has a balanced regional exposure across core markets with limited exposure to regions deemed higher risk
in current geopolitical environment
• Uponor enjoys a high brand awareness with recognition for leading quality among installers, driving
a pull vs push effect among customers
• Uponor has a broad and loyal customer base
• Strong product portfolio with well-maintained manufacturing network to drive performance
Strategic plan to fully
leverage incremental growth
and earnings
• Maximize the core – systematic 4C approach on categories, countries, channels, and customers
• Strengthen our pipeline of innovative systems, solutions, and technologies
• Delivering accelerated sales and earnings growth prospects
Strengthened financial
and sustainability
profile
• Sustainable step change in profitability (EBIT margin >12%) with strong returns
• Strong 5-year cash flow used mainly to strengthen balance sheet and for dividends
• Leader in sustainability, committed to SBTi net-zero targets
World-class
management team with
proven track record
• Recently strengthened management team combining Uponor experience with strong knowledge of industry best practices
• The executives have a proven track-record to deliver growth and execute transformations with strong performance
in a volatile market environment over recent months
• People First strategy to strengthen Uponorians’ performance mindset and drive engagement
Leading positions
in highly attractive
markets
Industry leading brand
and portfolio with strong
manufacturing network
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 8
STRATEGY OF GROWTH
Maximizing the Core and
Sustainable Innovation
We will drive growth by leveraging our strong
position and accelerating growth in our
core categories through a systematic 4C
approach and M&A.
We will drive growth through
a step change in innovation and new
technology development and create
synergies across our divisions and categories.
We will lead the construction industry
towards net zero by pioneering sustainable
water systems and indoor climate solutions.
Our aim is well connected to our ESG targets.
We will pursue our strategy
by strengthening the performance mindset
of our highly engaged and
diverse team of Uponorians.
The company’s vision is to be the leader in sustainable water solutions,
with the purpose of unlocking water’s potential to protect the place
we call home. Water is the catalyst that allows us to innovate energy-
efficient systems for moving water safely and intelligently, while minimizing
the use of energy and maximizing comfort. We aim to reach our strategy
Max the Core Innovation Net zero People First
OUR STRATEGIC CORNERSTONES
by maximizing the opportunities in our core business, accelerating
growth through a step change in innovation, and driving an engaged
performance-based People First culture, while leading the construction
industry towards net zero. While executing our long-term growth strategy,
we are constantly improving our agility and resilience.
Create lean and resilient organization
Update and harmonize systems and processes
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 9
In 2022, the execution of our strategy proceeded
as planned. We formed a new Technology
organisation designed to accelerate innovation
as well as drive manufacturing efficiency
and supply chain resilience. The Technology
organisation provides operational support for
the Building Solutions – Europe division and
focuses on innovation and sustainability, while
driving cross-division collaboration of the
manufacturing and supply chain functions.
In line with our “maximising the core” strategy,
in Building Solutions – Europe, we focused on
countries with high potential to drive organic
growth with a systematic 4C approach
(Categories, Countries, Channels, Customers)
and we also took steps towards moving
from pure component selling to selling more
integrated solutions which can significantly
increase the sales opportunities per dwelling.
In Building Solutions – North America, we
continued to make inroads into the commercial
market and to leverage on our global offerings
and brought new innovative products for the
North American market. In Uponor Infra, we
continued to successfully transform the sales
mix by moving towards industry projects with
higher margin categories.
We accelerated sustainable innovation
initiatives and launched new sustainable
products, leading the construction industry
towards net zero. These include the world’s first
PEX pipes based on ISCC certified renewable
raw materials (“PEX Blue”), the IQ Blue
stormwater pipe and Uponor Stormwise, a new
sustainable stormwater management solution
for infrastructure use. The Blue product series
supports our commitment to renewable raw
materials that help customers to reach their
sustainability targets. Together with our value
chain partners, we also completed the technical
development of a closed loop chemical
recycling process for PEX-a waste, allowing
Uponor, as the first one in the world, to recycle
its PEX-a waste back to new PEX pipes.
Our People First initiative consists of five key
pillars: Culture, Leadership, Talent, Employer
Branding, and Wellbeing and Safety. In
2022, our main efforts focused on keeping
our employees healthy and safe while also
creating an inclusive and diverse workplace
that attracts and retains the best talent.
Following our updated Group strategy in March,
we also focused on improving our internal
strategy communication. We introduced
regular touchpoints for our senior leaders for
global collaboration, knowledge sharing and
discussing topical areas around Group strategy.
The calculation of our lost time injury frequency
rate, LTIF, was harmonized across all divisions
and we took new steps to transform the safety
culture at Uponor to reach our ‘zero accidents’
target by 2025. In 2022, our LTIF was 8.3 (8.8)
according to the harmonized calculation
method.
Turning to 2023, we stay on course with our
long-term growth strategy while improving
our resilience. Our demand outlook is
negatively impacted by the rising interest
rates, a continued volatile environment
and cost inflation pressures. To offset these
headwinds and continue building a robust,
lean and resilient company, we have initiated a
transformation programme aiming at annual
cost savings of €30 million with an estimated
net reduction of up to 400 jobs globally.
Pursuing growth with a systematic 4C
approach, optimizing capacity, and protecting
our margins will be our key priorities in 2023 and
2024.
Strategy execution in 2022
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 10
MEGATRENDS
Growing need for energy-efficient
systems and clean water
Demand for
energy-efficient
systems
The energy transition is a pathway toward
the transformation of the global energy sector
from fossil-based to zero-carbon
by the second half of this century.
Renewable energy and energy
efficiency measures can potentially
achieve 90% of the required
carbon reductions.
Uponor is well positioned to seize the opportunities created by the growing demand
for energy-efficient heating and cooling systems as well as for sustainable systems
for safe and clean water. There are four strong global megatrends that drive demand
for Uponor’s products and solutions and support our growth strategy.
Demand for
solutions contributing
to net zero
30% of carbon emissions originate
from buildings. There is a need for sustainable
heating solutions that help lower emissions.
We believe the current energy crisis will
further accelerate the transformation
toward and demand for more
energy-efficient systems.
Demand for
systems to improve
productivity
Labor shortages and rising costs drive
the need for higher efficiency. The demand for
easy-to-install and prefabricated systems is
growing in our customer industries, especially
in the construction industry.
Uponor has a long heritage of innovating
products and solutions that help our
customers work smarter and faster.
Demand for
safe and clean
water
The expectation for high water quality
in all circumstances is driving demand for
Uponor’s high quality pipes and systems
that conserve, manage, and provide water
responsibly, while improving people’s
comfort, health, and efficiency.
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 11
Uponor’s product portfolio covers systems for water, indoor
climate, and infrastructure. Our solutions are suitable both for
new builds as well as for renovation projects.
Water and indoor climate solutions
For the residential market, we offer a range of solutions that
enable pleasant living conditions in homes. Our solutions also help
to increase the efficiency of a building, whether it is a single-family
home or a large multi-family high-rise.
Our solutions for hygienic drinking water delivery and energy-
efficient heating and cooling are also available for the commer-
cial market for all sorts of buildings from offices to hotels and
sports centers to hospitals and large industrial facilities. These
solutions ensure a pleasant working environment and enable
lower installation, operation, and maintenance costs. For hotels,
our solutions allow guests to adjust the living conditions of their
own rooms. At hospitals, our solutions meet the highest standards
in hygiene, without compromising comfort and energy efficiency.
Our prefabricated solutions for the commercial segment are
designed to make the building and maintenance processes
more efficient. The preassembled plumbing and underfloor
heating manifolds and prefabricated technical walls speed up
construction or renovation projects, while making operation and
maintenance faster and easier.
Sewer
Storm water management
Waste water management
District energy
Cable protection
Pressure systems
Designed solutions
Plumbing and
water systems
Plumbing pipes
Rises
Sewage
55%
Indoor climate
Underfloor heating and cooling
Smart controls
Digital energy monitoring
Heat interface units
Local heat distribution pipes
Manifolds
23%
22%
Infra
OUR SOLUTIONS
Leading sustainable
solutions for water,
indoor climate and
infrastructure
Infrastructure solutions
For municipalities and utilities, we offer solutions for the safe
and effective distribution and management of water.
Our infrastructure solutions cover systems for energy, stormwater
management, sewer, potable water, under ground ventilation,
wastewater and gas distribution, as well as cable and telecom
solutions. We also have a project service business that provides
turnkey designed solutions for municipalities and utilities,
as well as commercial and industrial customers.
For more information about Uponor’s products and services,
visit Uponor’s website at uponorgroup.com.
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 12
BUILDING SOLUTIONS – EUROPE
Strong market position
driven by well-known brand
and leading portfolio
600
400
200
0
6.8%
6.6%
11.0%
12.8%
9.7%
524
489
500
564
599
2018 2019 2020
2021
2022
Sales (M€)
Comparable OP%
Divestment included,
not comparable
Net sales M€
Uponor’s Building Solutions - Europe division serves the European
market with drinking water delivery, heating and cooling solutions,
prefabricated solutions, control systems, pre-insulated pipes, and
manifolds. We have production in Finland, Sweden, Germany, and
Poland.
We are a major pan-European player in local heat distribution
markets and a pioneer in cross-linked polyethylene tubing (PEX)
and multi-layer pipes. We have a premium position in combined
plumbing and indoor climate solutions, and we are also well
known for our underfloor heating system offering. Our solutions
are designed to improve our customers’ productivity and
sustainability performance.
Leveraging our strong market position
Our strategy is to leverage our strong market position to maximise
growth in water systems and indoor climate solutions. Our focus
lies on launching new products and services that enhance
the sustainability and productivity of customer’s operations.
To maximise the core, we set focus on select markets where
we see a lot of potential, including Germany, Austria, the Nordic
countries, and Spain, where we enjoy strong market positions,
as well as in the UK, France and Eastern Europe. We see growth
opportunities in cross-selling between our product categories
and shifting focus from selling components to providing whole
integrated systems. Geographically, we want to further strengthen
our presence in e.g. France, UK and Italy through active sales and
selected M&A. We also aim to drive penetration and grow our
share of customer’s wallet in multi-family housing, non-residential,
and renovation sectors.
2022 development
Building Solutions – Europe’s net sales were €599.2 (564.2) million,
a growth of 6.2%. Net sales growth was supported by strong pricing
actions. Net sales development was negatively impacted by a
cyberattack at the end of the year. The acquisition of Capricorn S.A.
contributed favourably to net sales. The organic growth was 1.6%.
NET SALES IN 2022: €599.2 million (43% of Group sales)
PERSONNEL: 2,192
MARKET POSITION: Market leading positions in multiple
countries across core categories
Our ambition is to become
the European leader in integrated
sustainable water and indoor
climate solutions.”
“
Building Solutions – Europe’s operating profit was €44.0 (65.9)
million, a decrease of -33.3%. Comparable operating profit
was €58.3 (72.0) million. Strong net sales development had a
positive impact on the operating profit but was not enough to
compensate for the interruption in production and related volume
loss due to the cyber incident. Items affecting comparability
included a €11.4 million write-down and related costs of net assets
related to the Russia operation that had a negative impact on
the operating profit.
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 13
An impressive residential quarter with two semi-
detached houses and two apartment buildings,
totaling 2,470 square meter of living space, was
built in Allensbach, Konstanz, Germany. Building
materials were selected based on locality, and
the houses are made of “Dübelholz” beech
wood slats from the local forests. The facades
made of grey silver fir are also from the nearby
Black Forest.
In addition to using local materials, the aim was
to create sustainable, ecological and energy-
efficient buildings that generate more energy
than they consume. That is why Uponor Combi
Port Pro heat interface units were chosen for
the drinking water and radiant heating supply.
They reduce both energy demand and CO2
emissions as well as meet the highest drinking
water hygiene standards, while also increasing
comfort for the tenants. With that, Uponor’s
solutions have contributed in creating one of
the greenest residential districts in Europe.
IN THE SPOTLIGHT
Moving water through one
of the greenest residential
districts in Europe
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 14
BUILDING SOLUTIONS - NORTH AMERICA
Leading brand in North American
PEX markets driven by unique offering
500
400
300
200
100
0
13.7%
15.2%
19.2%
18.1%
16.2%
341
375
389
468
480
2018 2019 2020 2021 2022
Sales (M€)
Comparable OP%
With Building Solutions – North America, we serve the United
States and Canadian markets with PEX plumbing, radiant heating
and cooling, hydronic distribution, pre-insulated pipes, and fire
sprinkler systems. In North America, Uponor is a premium brand
with an attractive positioning, especially in the PEX sector. Over
the years, we have been able to form strong partnerships with
national and independent wholesalers. At the moment, Uponor
has two manufacturing facilities in North America, making it one
of Uponor’s manufacturing strongholds.
Expanding our channel footprint
In North America, our strategy is driven by the value proposition
of core PEX product range. Next, we want to broaden our core
plumbing and indoor climate portfolio by leveraging our global
offerings and innovating new products and services, like kitting
and pre-fabrication services. We are also expanding our channel
footprint to better serve the commercial markets, while exploring
opportunities in retail markets as well. At the same time, we want
to capitalise on market growth and increase our market share
by focusing on commercial plumbing and radiant solutions.
Customers’ continuing need to replace their existing old copper
pipes with more modern and sustainable alternatives is also
supporting our growth in North America.
2022 development
Building Solutions – North America’s net sales were €479.8 (467.5)
million, a growth of 2.6% in euro terms or a decrease of -8.8% in
USD terms. Strong pricing realization and improved sales mix
benefitted net sales development. Net sales were negatively
impacted by a cyberattack against Uponor at the end of the year
and a rapid decline on new construction single family homes
markets in the second half of the year.
NET SALES IN 2022: €479.8 million (34% of Group sales)
PERSONNEL: 1,036
MARKET POSITION: Market leader in PEX pipes for
plumbing and indoor climate
Net sales M€
Broadening our core plumbing
and indoor climate portfolio by
leveraging our global offerings and
innovating new products
and services.”
“
Building Solutions – North America’s operating profit was €77.5
(84.5) million, a decrease of -8.3% in euro terms or a decrease
of -18.5% in USD terms. Improved operational performance and
cost management contributed positively to operating profit.
Profitability was negatively impacted by production interruption
and related volume loss due to the cyber incident as well as
softening demand in single family new construction markets.
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Annual Review 2022 | 15
Society Orlando is a two-tower, 1.5 million-
square-foot high-rise project, to be constructed
in Florida’s Central Business District in Orlando.
Created by a national real estate developer
PMG to meet the demand for attainably priced
rental communities, the project is being built
in two phases: a 26-story tower, slated for
completion in early 2023 and followed later
by a second, 16-story tower. In addition to the
combined total of 707 rental apartments, the
finished structure will have 36,000 square feet of
office and retail space.
The HVAC mechanicals (heating, ventilation,
and air conditioning) in the first tower includes
e.g., a hybrid air-and-water system involving
the movement of condenser-chilled water
from a rooftop cooling tower. The water moves
through large-diameter Uponor PP-RCT piping,
which is located on the roof of the building.
The impressive hydronic distribution piping
system in the first tower also includes almost
1,000 prefabricated Uponor Wirsbo hePEX riser
spools and 3,000 separate pipe connections
made with Uponor ProPEX® fittings.
IN THE SPOTLIGHT
Moving water for comfortable
living at Society Orlando
The project is using Uponor AquaPEX® pipe
for the domestic water system along with
Uponor’s new prefabrication services to help the
mechanical contractor cut installation costs by
approximately 70%.
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Annual Review 2022 | 16
UPONOR INFRA
Designed solutions
gaining ground
400
300
200
100
0
3.1%
4.4%
7.6%
5.7%
7.5%
67
244
337
252
287
313
2018 2019 2020 2021 2022
Sales (M€) Comparable OP%
6.9%
Infra NA sales (M€) Illustrative OP-% (excl. NA)
Divestment included,
not comparable
Net sales 2022 M€ (xx% of Group sales)
With Uponor Infra, we serve the Baltic Sea area with sewer and
storm, pressure pipe systems, district energy, designed solutions
and project services for municipalities, utilities, and industry. We
have a leading position in Finland and strong presence in the
other Nordic countries in selected product categories. We are
pioneering in sustainable products that reduce carbon footprint.
Uponor Infra has a unique infrastructure and industrial solution
delivery capability from design to installation. Our operations are
supported by strong partnerships with key wholesalers around
the Baltic Sea area. We have production in Finland, Sweden, and
Poland.
Designed solution expertise
In Uponor Infra, our strategy focuses on growing the core business
by maximising the added value to our customers. We will further
invest in solution delivery capabilities to accelerate growth
and improve profitability. Additionally, we seek to improve our
profitability through productivity improvements.
In the coming years, our aim is to increase our penetration
in sewer, storm, and wastewater management businesses
across the Nordics. In 2022, we launched a unique sustainable
stormwater management solution, Uponor Stormwise. It is the
most comprehensive stormwater management solution on the
market, featuring a unique water treatment system that prevents
pollution of water sources and includes advanced systems for
efficient flooding prevention. The solution includes Uponor Blue
products which provide significant carbon footprint reduction.
We also launched Uponor IQ Blue, which is a new generation of
stormwater pipes. The product line is composed of over 50% of
raw material from certified renewable feedstock, which reduces
the carbon footprint by up to 70% over their lifetime.
We will also continue to transform ourselves from selling products
to providing full systems and strengthening key account
relationships through joint account plans.
2022 development
Uponor Infra’s net sales were €312.8 (286.8) million, a growth of
9.1%. Net sales growth was driven by pricing actions in all markets
and good development in designed solutions projects. Net sales
were negatively impacted by the cyberattack Uponor faced at the
end of the year.
Uponor Infra’s operating profit was €23.1 (16.2) million, an increase
of 42.8%. The improvement in profitability was supported by
successfully continuing to transform the sales mix towards
industry projects with higher margin categories. Pricing actions
to offset input cost inflation and operational efficiencies also
contributed positively to the operating profit.
Net sales M€
NET SALES IN 2022: €312.8 million (23% of Group sales)
PERSONNEL: 850
MARKET POSITION: Nordic leader in selected
infrastructure products and
service categories
We want to be the most valued
partner of sustainable solutions
in infrastructure.”
“
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Annual Review 2022 | 17
In 2022, Andfjord Salmon AS, a Norwegian fish farming
company, had an ambition to create a sustainable and
fish-friendly onshore facility – with the smallest possible
environmental footprint. The facility’s patented design is
based on a seawater flow-through system, combining the
best from both traditional ocean net-pens and land-based
salmon farming. Since the onshore pools lie below sea level,
Andfjord Salmon’s flow-through technology consumes a
minimal amount of energy and the operating costs are
relatively low.
“In the pools, the salmon also have plenty of space and pure,
oxygen-rich water. This ensures optimal growth conditions
for salmon,” says Martin Rasmussen from Andfjord Salmon.
Uponor supplied the complete intake and outfall pipeline
systems for the onshore pool. “Uponor has long experience
in industrial solutions. We have supplied intake and outfall
pipelines to customers around the world, but this was our
first solution for a land-based fish farm,” says Christian
Vestman from Uponor Project Services and Geir-Are Berg
from Uponor Infra AS.
IN THE SPOTLIGHT
Moving water in fish farm
aiming for smallest possible
environmental footprint
Uponor’s Designed Solutions projects
are typically turnkey installation projects
that can include detailed design and
engineering, materials, as well as
installation and supervision services.
Also, the related civil works like
excavation, blasting, dredging,
and submersion works are often
part of these projects. Typical
customers for a Designed Solutions
project are water and sewage
treatment plants, heavy industry
manufacturers, and fish farms.
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Annual Review 2022 | 18
Group Leadership Team
From left: Goran Kovacev, Franciska Janzon, Thomas Fuhr, Sebastian Bondestam, Michael Rauterkus, Jennifer Hauschildt, Andres Caballero, Reetta Härkki and Markus Melkko
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Annual Review 2022 | 19
Thomas Fuhr, Chief Technology Officer
• b. 1965, German citizen, M.Sc. (Mech. Eng.)
• Employed by Uponor since 2022
• Member of the Executive Committee since 1 October 2022
• Uponor shareholdings: 0
• Career highlights
• Co-CEO, Grohe AG, 2019–2022
• Chief Operating Officer and Deputy CEO, Grohe AG, 2016–2019
• Chief Operating Officer, Grohe AG, 2013–2015
• Several managerial positions in Development, Manufacturing, Quality,
Logistics and Purchasing at Mercedes-Benz, 1989–2013
Goran Kovacev, SVP, Building Solutions – Europe
• b. 1979, German citizen, MBA
• Employed by Uponor since 2019
• Senior Vice President, Building Solutions – Europe, 9/2022–
• Career highlights
• VP, Sales Europe, 2021–2022; VP, Sales and Marketing, Central - Eastern
Europe and International, 2019–2021, Uponor GmbH
• Various managerial positions in sales, Hilti Group, 2009–2019
Jennifer Hauschildt, Chief Human Resources Officer
• b. 1969, United States citizen, BA (Math.), MBA
• Employed by Uponor since 2014
• Member of the Executive Committee since 1 April 2022
• Uponor shareholdings: 3,941
• Key positions of trust
• Member of the Board, MidWestOne Bank
• Member of the Board, MidWestOne Financial Group Inc (MOFG)
• Member of the Board, Minnesota High Tech Association
• Career highlights
• Vice President, Human Resources, Uponor, Inc., 2019–03/2022,
• Vice President, IT, Uponor, Inc., 2014–2019
• Various managerial positions in human resources and IT, Thomson Reuters,
1993–2013
Reetta Härkki, SVP, Chief Legal Officer
• b. 1965, Finnish citizen, LLM
• Employed by Uponor since 2008
• Chief Legal Officer, Uponor Corporation, 7/2022–
• Career highlights
• General Counsel, Uponor Corporation, 2008–2022
• Senior Legal Counsel, Nokia Corporation, 2001–2008
• General Counsel, Sonera Zed, 2000–2001
• Assistant General Counsel, Sonera Corporation, 1996–2000
Michael Rauterkus, President and CEO
• b. 1966, German citizen, M.Sc. (BA)
• Employed by Uponor since 2021
• Member of the Executive Committee since 21 August 2021
• Uponor shareholdings: 12,300
• Key positions of trust
• Member of the Board, Oras Invest, 2020–06/2021
• Chairman of the Advisory Board, SLV GmbH, 2017–
• Career highlights
• CEO, Grohe AG, 2015–2019; several managerial positions at the Grohe Group,
2006-2015
• General Manager Northern Continental Europe, Hasbro, Inc., 2004–2006
• Several managerial positions, Levi Strauss & Co., 1997–2004
• Managerial positions in sales, Kraft Jacobs Suchard (now Mondelez),
1990–1997
Andres Caballero, President,
Building Solutions – North America
• b. 1974, United States citizen, M.Sc. (Eng.)
• Employed by Uponor since 2022
• Member of the Executive Committee since 25 July 2022
• Uponor shareholdings: 0
• Career highlights
• Co-founder, Buendia Productions LLC, 2019–
• Founder and President, ArtixMind LLC, 2019–2022
• Co-founder and Operating Partner,
Kimerance Consulting Group S.A., 2018–2022
• Business Executive for Home and Building Technologies,
Honeywell, 2008–2018
• Market Manager Americas, Topcon-Danfoss joint venture,
2005–2008
Markus Melkko, Chief Financial Officer
• b. 1975, Finnish citizen, M.Sc. (Tech.), B.Sc. (Econ.)
• Employed by Uponor since 2022
• Member of the Executive Committee since 1 January 2022
• Uponor shareholdings: 3,052
• Career highlights
• Interim CEO, Tikkurila Oyj, 2021–2021
• CFO, Tikkurila Oyj, 2019–2021
• CFO, Unisport Saltex, 2017–2019
• CFO, Ekokem Oyj, 2015–2017
• EVP, Business Development and Finance,
Cleantech Industries Global N.V., 2014–2015
• VP, Strategy and Business Development, Fazer Food Services, 2013–2014
Franciska Janzon, SVP,
Communications and Investor Relations
• b. 1972, Finnish citizen, M.Sc. (Econ)
• Employed by Uponor since 2022
• Senior Vice President, Communications and Investor Relations, 3/2022–
• Career highlights
• SVP, Group Communications, Investor Relations and Branding, Ramirent Group,
2007–2022
• Manager, Group Communications, Investor Relations and Branding,
Konecranes Group, 1999–2007
Sebastian Bondestam, President, Uponor Infra
• b. 1962, Finnish citizen, M.Sc. (Eng.)
• Employed by Uponor since 2007
• Member of the Executive Committee since 1 April 2007
• Deputy to the President and CEO, 2010–
• Uponor shareholdings: 27,415
• Key positions of trust
• President, TEPPFA, the European Plastic Pipe and Fittings Association, 2022–
• Chair of the Board, NPG, the Nordic Plastic Pipe Association, 2020–
• Deputy Chair of the Board and Chair of the Remuneration Committee,
Glaston Corporation, 2018–
• Career highlights
• Executive Vice President, Supply Chain, Uponor Corporation, 2007–
• Director, Infrastructure, Uponor Corporation, April–June 2013
• Executive Vice President, Supply Chain, Building Solutions – Europe, Uponor
Corporation, 2007–2013
• Various executive positions within different regions, Tetra Pak Group, 1991-2007
Extended leadership team members
Executive Committee members
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Annual Review 2022 | 20
Board of Directors
Annika Paasikivi
b. 1975, Finnish citizen, B.A., M.Sc. (Global Politics)
• President and CEO, Oras Invest Ltd and CEO, Finow Ltd
• Chair of the Board, Uponor Corporation, 13 March 2018–
• Member of the Board, Uponor Corporation, 19 March 2014–
• Chair of the Personnel and Remuneration Committee
• Independent of the company but not independent of a significant shareholder
Key positions of trust
• Vice Chairman of the Board, Kemira Oyj, 2022
• Varova Oy, Member of the Board of Directors, 2016–
Career highlights
• COO, Oras Invest Ltd, 2011–2018
• COO, Friitala Fashion Ltd, 2009–2010
• Various positions in Varova Oy, 2003–2005
Uponor shareholdings: 52,118
Johan Falk
b. 1971, Swedish citizen, M.Sc. (Eng.), MBA
• CEO, Asker Healthcare Group, 2012–
• Member of the Board, Uponor Corporation, 13 March 2018–
• Independent of the company and significant shareholders
Career highlights
• EVP, Infection Control, Getinge Group, 2011–2012
• VP, Business Development & CEO of BB Integration, B&B Tools, 2002–2010
• VP, Business Development, B&B Tools, 2001–2002
Uponor shareholdings: 6,423
Susanne Skippari
b. 1974, Finnish citizen, M.Sc. (Econ.)
• Executive Vice President, Human Resources, KONE Corporation, 2017–
• Member of the Board, Uponor Corporation, 15 March 2022–
• Member of the Personnel and Remuneration Committee
• Independent of the company and significant shareholders
Career highlights
• Head of Human Resources, New Equipment Business, KONE Corporation, 2015–2017
• Head of Talent Management, KONE Corporation, 2007–2009 and 2011–2015
• Area Human Resources Director for Europe, Middle East and Africa, KONE Corporation,
2009–2011
• Various management positions at Nokia Corporation, 2002–2007
Uponor shareholdings: 1,360
Michael G. Marchi
b. 1959, U.S. citizen, B.S. (Marketing and Economics), MBA
• CEO, MGM Executive Consulting
• Member of the Board, Uponor Corporation, 16 March 2020–
• Member of the Audit Committee
• Independent of the company and significant shareholders
Career highlights
• COO, Lixil Water Technology Americas, 2015–2016
• CEO, Grohe America, 2012–2013
• President, Kohler Kitchen and Bath Americas, 2007–2011
• President, Ann Sacks Tile & Stone, Kohler Company, 2003–2007
• Various management positions at GE, 1981–1996
Uponor shareholdings: 3,273
Markus Lengauer
b. 1965, Austrian citizen, M.Sc. (Eng.), Doctorate in Mech. Eng.
• Deputy chair of the Board, Uponor Corporation, 13 March 2018–
• Member of the Board, Uponor Corporation, 17 March 2015–
• Member of the Audit Committee
• Independent of the company and significant shareholders
Key positions of trust
• Oras Group, Chair of the Board of Directors, 2019–
Career highlights
• CEO, Oras Group, 2017–2018
• CEO, Rettig Group ICC division, 2004–2013
Uponor shareholdings: 10,670
Pia Aaltonen-Forsell
b. 1974, Finnish citizen, M.Soc.Sc. (Econ.), MBA
• CFO, Outokumpu
• Member of the Board, Uponor Corporation, 20 March 2017–
• Chair of the Audit Committee
• Independent of the company and significant shareholders
Career highlights
• Executive Vice President & CFO: Ahlström-Munksjö 2018
• Chief Financial Officer: Munksjö 2015–2017
• Chief Financial Officer: Vacon 2013–2015
• Senior Vice President, Finance, IT and M&A, Building and Living: Stora Enso 2012–2013
• Senior Vice President & Group Controller: Stora Enso 2009–2012
• Various finance and managerial positions: Stora Enso 2000–2009
Uponor shareholdings: 8,318
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1. Corporate governance statement
Uponor Corporation (“Company”) complies with the Finnish
Corporate Governance Code 2020, issued by the Securities
Market Association. The Finnish Corporate Governance Code is
available on the website www.cgfinland.fi. Company deviates
from recommendation 15 according to which the committees
should have at least three members each. The Personnel and
Remuneration Committee has, however, two members instead
of three members as stated in the recommendation as resolved
by the Board of Directors of the Company. Uponor considers
that sufficient expertise for the Personnel and Remuneration
Committee is secured with two members, and the Committee
may also obtain views from outside of the Committee. The
Committee acts as a preparatory and assisting body for
the Board of Directors, and all essential matters relating to
remuneration shall be dealt by the Board of Directors.
This corporate governance statement has been drawn up in
accordance with the reporting section of the Finnish Corporate
Governance Code 2020 issued by the Securities Market
Association. This statement is presented as a separate report
from the Review by the Board of Directors. The Company’s Audit
Committee has reviewed the statement in its meeting on 13
February 2023.
The Company has separately issued a Remuneration Report for
Governing Bodies for 2022 on its website, in accordance with the
reporting section of the Finnish Corporate Governance Code 2020,
which will also be presented to the Annual General Meeting to be
held on 17 March 2023. Revised version of the Remuneration Policy
for Governing Bodies was approved by the Board of Directors on
9 February 2022 and adopted by the Annual General Meeting on
15 March 2022. The Remuneration Policy for Governing Bodies shall
be presented to the general meeting at least every four years and
whenever substantial changes have been made to it.
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2. Descriptions concerning
corporate governance
2.1 General Meeting of Shareholders
Shareholders exercise their rights at the shareholders’ meeting,
which constitutes the corporation’s highest decision-making body.
In accordance with Uponor Corporation’s Articles of Association,
the Annual General Meeting (AGM) shall be held by the end of
June. Extraordinary General Meetings can be held when Board of
Directors deems it necessary or when required by legislation.
The decisions made by general meetings of shareholders include:
• Amendments to the Articles of Association;
• Adoption of the annual accounts;
• Dividend distribution;
• Share issues;
• Buyback and disposal of the Company’s shares;
• Share and stock option plans;
• Election of members of the Board and decision on their
emoluments; and
• Election of the Company’s auditor and decision on audit fees.
Annual General Meeting 2022
Annual General Meeting was held in Helsinki, Finland on 15 March
2022. A total of 396 shareholders representing around 48 300
034 of the company’s shares and votes had participated in the
advance voting. The AGM adopted the financial statements and
the consolidated financial statements for 2021 and released the
Board members and the President and CEO from liability. Further
details regarding the Annual General Meeting are available at
uponorgroup.com/en-en/investors/governance/agm-2022
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2.2 The Board of Directors
Pursuant to the Articles of Association, the Board comprises a
minimum of five and a maximum of seven members, elected for
a one-year term starting at closing of the Annual General Meeting
(AGM) at which they were elected and expiring at closing of the
following AGM. Board members may be elected or removed only
by a resolution adopted by the shareholders in a general meeting.
The number of terms a Board member may serve is not limited,
nor is there any defined retirement age. The AGM shall elect the
Chair of the Board and the Board elects the Deputy Chair for one
year at a time from amongst its members.
Duties
In accordance with the Finnish Companies Act, the Board of
Directors is responsible for the management of the Company
and the proper organisation of its activities. The Board’s main
duty is to direct the Group’s strategy in such a way that enables,
in the long run, the Group to meet the set financial targets and
the return to shareholders is secured, while simultaneously taking
the expectations of various stakeholders into account. In addition
to the statutory duties, the Board takes decisions on all other
significant issues.
According to the charter of the Board of Directors, the Board shall,
among other things:
a. annually review and determine the rules of procedure of the
Board and the Executive Committee (‘ExCom’);
b. approve the Group’s values and monitor their implementation;
c. approve the Group’s basic strategy and monitor its
implementation and updating;
d. determine the dividend policy;
e. make a proposal to the general meeting of shareholders on
the payment of the dividend, including the amount and time
of payment;
f. approve the annual operational plan and budget based on
the strategy, as well as monitor their implementation;
g. annually approve the total amount of investments as well
as any investments that exceed the approved total annual
investment limit;
h. approve investments and leasing arrangements whose net
present value exceeds the limit specified in the Signing and
Authorisation Policy;
i. approve acquisitions, joint ventures, partnerships, licensing
arrangements and asset divestments that exceed the limits
specified in the Signing and Authorisation Policy;
j. approve the Group’s general organisational structure;
k. appoint and dismiss the President and CEO and determine the
terms of his/her service contract;
l. prepare and approve the President and CEO’s annual
compensation;
m. approve the appointment and dismissal of members of
ExCom;
n. approve annual compensation for the members of ExCom;
o. prepare and approve a succession plan for the President and
CEO;
p. approve succession plans for members of ExCom;
q. approve the interim reports, the half year financial report, the
annual report and the annual financial statements;
r. meet the external auditor at least once a year in a closed
session without the management;
s. prepare the proposals for general meetings of shareholders;
t. annually evaluate the performance of the President and CEO
and members of the Board as well as that of the Chair;
u. approve far-reaching key Group policies, policies relating to
Uponor values and as required by respective regulation;
v. deal with other issues raised by the Chair or the President and
CEO.
The Board meets on average 10 times a year. Some meetings may
be held as teleconferences or other type of remote meetings. Two
of the meetings should take place at a business unit, a different
one each time. The Board may also meet at any time without
the presence of the management and make decisions without
holding a meeting. Minutes of a meeting are taken in English for
each meeting.
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Board of Directors in 2022
In March 2022, the AGM elected the following six members to the
Board:
• Ms Pia Aaltonen-Forsell, born 1974, M. Soc. Sc.(Econ.), MBA, CFO,
Outokumpu Oyj, member of the Uponor Board since 2017
• Mr Johan Falk, born 1971, M.Sc. (Eng.), MBA, CEO, Asker Healthcare
Group, member of the Uponor Board since 2018
• Mr Markus Lengauer, born 1965, M.Sc. (Eng.), Doctorate in
Mechanical Engineering, Chair of the Board, Oras Group,
member of the Uponor Board since 2015
• Mr Michael G. Marchi, born 1959, B.S. (Marketing and Economics),
MBA, CEO, MGM Executive Consulting, member of the Uponor
Board since 2020
• Ms Annika Paasikivi, born 1975, B.A, M.Sc. (Global politics),
President and CEO, Oras Invest Ltd and CEO, Finow Ltd, member
of the Uponor Board since 2014
• Ms Susanne Skippari, born 1974, M.Sc. (Econ.), Executive Vice
President, Human Resources, KONE Corporation, member of the
Uponor Board since 2022.
Ms Annika Paasikivi was elected Chair of the Board and Mr Markus
Lengauer Deputy Chair of the Board. Based on the evaluation of
the Board, all the current Board members are independent of the
Company and all the current Board members, with the exception
of Ms Annika Paasikivi, are independent of major shareholders.
Ms Annika Paasikivi is not independent of Oras Invest Oy, which
is a major shareholder of the Company, since she acts as the
President and CEO of Oras Invest Oy.
During 2022, the Board held twenty-eight meetings in total.
COVID-19 pandemic and related travel restrictions still impacted
the practical arrangements of the Board meetings. Seven
meetings were held as physical meetings and the remaining
twenty-one meetings were organised fully remotely by using
Microsoft Teams. One meeting in 2022 was arranged at a business
unit. Five non-attendances were recorded (1 for Markus Lengauer,
1 for Michael Marchi and 3 for Susanne Skippari). Further, the Board
made seven decisions without having a meeting.
In 2022, in addition to the normal duties based on regulation, good
governance and the Board charter, the Board of Directors focused
on the follow up of the new strategy and the potential and
required changes to it due to rapid variations in macro-economic
conditions (e.g. exit from Russia, potential raw material and energy
constraints).Considerable board attention was also given to
management succession planning, as the company welcomed
4 new members to the Executive Committee. Towards the end of
the year, the board’s focus was on supporting the management of
and recovery from the cyberattack.
Board diversity principles
When designing the composition of the Board of Directors,
the Nomination Board of the company assesses the Board
composition from the viewpoint of the company’s current and
future business needs, while taking into account the diversity of
the Board.
The diversity of the Board of Directors will be assessed from
various viewpoints. The members of Uponor’s Board of Directors
shall have sufficient and complementary experience and
expertise in the key industries and markets relevant to Uponor’s
business. In addition, an essential element is the personal
characteristics of the members and their diversity.
Expertise
• Knowledge on the company’s value creation drivers
• Industry
• Relevant markets and technologies
• Accounting and finance
• Governance
Personal characteristics
• Professional experience
• Education
• Gender
• Age
• Personality
Objective:
The company’s aim is that the Board of Directors represents
diverse expertise in different industries and markets, diverse
professional and educational background, diverse age distribution
and both genders. Concerning gender diversity the objective is
that both genders are represented in the Board by at least two
members. The objective was well achieved in 2022.
The realisation of the diversity principles is monitored and
reported in the company’s Corporate Governance Statement.
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2.3 Board Committees
2.3.1 Audit Committee
According to the charter of the Audit Committee it shall have
the following duties:
• to monitor the reporting process of financial statements
and assuring that the reporting process generates correct
information, to deal with any exceptional and material items
and their handling and to approve important accounting
principles;
• to review and oversee the quality and integrity of the annual
report and the annual financial statements as well as the
interim reports and the half year financial report;
• to monitor the financial and liquidity position of the company
and prepare matters and proposals to the Board on a need-to-
know basis;
• to monitor the efficiency, plans and processes of the Group's
internal control, internal audit and risk management systems;
• to review the Company's corporate governance statement
including the description of the main features of the internal
control and risk management systems pertaining to the
financial reporting process;
• to approve the annual plan and budget, to issue instructions
on and to review and monitor the operations, plans and reports
of the internal audit function, to receive status reports of the
internal audit function in every meeting and to meet with the
internal auditor at least twice a year;
• to review the external audit plan and to monitor the statutory
audit of the financial statements and consolidated financial
statements, to approve the budget of the external audit as well
as new assignment above the limit set by the Audit Committee;
• to meet with the external auditor quarterly and to review all
material reports from the auditor;
• to evaluate the independence of the statutory auditor or
audit firm, particularly the provision of related services to the
company to be audited;
• to prepare the proposal for a resolution on the election of the
auditor;
• to monitor the Company’s compliance with legal and regulatory
requirements, including the performance of its ethics and
compliance programme and
• to meet with the management of the company, particularly the
President and CEO and the CFO, but also others responsible for
internal control and risk management.
The invitation and materials of the Audit Committee meetings
shall be sent to the Board members, who all have the right to
attend the meetings.
Audit Committee in 2022
The Board decided to re-establish the Audit Committee in March
2022, with the same charter as earlier. The appointed members
of the Audit Committee are Pia Aaltonen-Forsell, Markus Lengauer
and Michael G. Marchi. Pia Aaltonen-Forsell was elected as the
committee chair.
During 2022, the Committee held five meetings, two of which
were held as physical meetings and three remotely via Microsoft
Teams. No non-attendance was recorded.
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2.3.2 Personnel and Remuneration Committee
According to the charter of the Personnel and Remuneration
Committee, it shall have the following duties:
• preparing the appointments of the President and CEO and
the members of the Executive Committee, and the terms and
conditions of their employment
• preparing matters to be brought to the Board relating to
personnel, evaluation of top management and succession
planning as needed
• to prepare matters pertaining to the remuneration and
other financial benefits of the managing director and other
executives;
• to prepare matters pertaining to the remuneration schemes of
the company;
• to evaluate the remuneration of the managing director and
the other executives as well as to see that the remuneration
schemes are appropriate;
• to review the remuneration statement;
• to answer questions related to the remuneration statement at
the general meeting.
Personnel and Remuneration Committee in 2022
The Board decided to re-establish the Personnel and Remune-
ration Committee in March 2022, with the same charter as earlier.
The appointed members of the Personnel and Remuneration
Committee are Annika Paasikivi (chair) and Susanna Skippari.
The Personnel and Remuneration Committee held seven meetings
in 2022, with zero non-attendances. One meeting was held as a
physical meeting and the rest remotely via Microsoft Teams.
2.3.3. Temporary Committee
From time to time, the Board may establish temporary working
committees to further enhance the efficiency of board work.
During 2022, the Board established a temporary committee to
prepare strategic matters for board assessment. The temporary
committee has been terminated during 2022.
The appointed members of the temporary committee were
Pia Aaltonen-Forsell (chair), Markus Lengauer and Annika Paasikivi.
The temporary committee held in total 19 meetings, all of which
were held remotely. Fees paid for committee work have been
reported in the remuneration report.
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2.4 Nomination Board
In March 2012, the AGM established a permanent Nomination
Board, comprising shareholders or representatives of
shareholders, for the preparation of proposals for the election and
remuneration of members of the Board of Directors.
The duties of the Nomination Board shall be:
• to prepare the proposal for the appointment of members of the
Board of Directors, for presentation to the general meeting;
• to prepare the proposal to the general meeting on matters
pertaining to the remuneration of members of the Board of
Directors;
• to prepare the proposal to the general meeting for the
appointment of the Chair of the Board of Directors
• to seek prospective successors to members of the Board of
Directors;
• to present the proposal on members of the Board of Directors
and members’ remuneration to the general meeting.
The Nomination Board shall comprise the three largest
shareholders or shareholders’ representatives. In addition, the
chair of the Board of Directors shall act as an expert member. The
right to appoint members representing shareholders lay with the
three shareholders who on 30 April 2022 were registered in the
shareholders’ register of the corporation, held by Euroclear Finland
Ltd, and who, according to the shareholders’ register, held the
greatest share of votes appertaining to all shares. The holdings of
a shareholder, held in several funds or registers, who according to
the Securities Market Act has an obligation to disclose changes
in ownership (notified shareholdings), will be calculated together
when counting the voting rights, if the shareholder so requests in
writing to the Board of Directors, at the latest on 29 April preceding
the general meeting. In case two of the largest shareholders have
an equal number of shares and votes and the representatives of
both such shareholders cannot be appointed to the Nomination
Board, the decision between them shall be made by drawing
lots. If a shareholder does not wish to use the right to appoint a
member, the right shall pass on to the next biggest shareholder in
the shareholders’ register, who otherwise would not have a right to
appoint a member.
The Nomination Board shall constitute a quorum when a majority
of the members are present. Decisions of the Nomination Board
shall be made unanimously.
The Nomination Board is for the first time convened by the chair of
the Board of Directors. Members of the Nomination Board elect a
chair from amongst themselves.
Nomination Board in 2022
The members of the Nomination Board appointed in May 2022 are
Ville Kivelä (Oras Invest Oy), Henrika Vikman (Nordea Funds Oy)
and Hanna Kaskela (Varma Mutual Pension Insurance Company),
as well as Chair of the Board Annika Paasikivi (expert member),
who in turn elected Ville Kivelä as Chair of the Nomination Board.
The members of the Nomination Board appointed in May 2021
(Ville Kivelä (Oras Invest Oy), Henrika Vikman (Nordea Funds Oy)
and Reima Rytsölä (Varma Mutual Pension Insurance Company)
continued their work until end of January 2022.
The Nomination Board held one meeting remotely via Microsoft
Teams and made one decision without having a meeting among
the previous composition of the Nomination Board (Ville Kivelä,
Henrika Vikman and Reima Rytsölä) in January 2022. During 2022
the Nomination Board held four additional meetings with the new
composition (Ville Kivelä, Henrika Vikman and Hanna Kaskela),
three of which were held remotely via Microsoft Teams and one as
a physical meeting. Three non-attendances were recorded (2 for
Ville Kivelä and 1 for Henrika Vikman).
2.5 Chief Executive Officer
Assisted by the Executive Committee, the President and CEO is in
charge of the Group’s day-to-day management in accordance
with the orders and instructions issued by the Board. It is the
President and CEO’s duty to ensure that the Group’s accounting
procedures comply with the applicable legislation and that the
financial management is conducted in a reliable manner.
The President and CEO is also the Chair of the Executive
Committee.
President and CEO in 2022
Mr Michael Rauterkus, M.Sc. (BA), born 1966, acted as the President
and CEO of the Company during 2022.
Mr Sebastian Bondestam, M.Sc. (Eng.), born 1962, acted as the
deputy to the Company’s managing director during 2022.
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2.6 Executive Committee (“ExCom”)
The ExCom is mainly responsible for formulating and
implementing the Group’s strategy. It also discusses and decides
on significant operational issues, while each of its members is
responsible for the Group’s day-to-day management with respect
to his/her field of responsibility.
The ExCom shall, among other things, attend to the following:
a. the Group’s strategy and its implementation throughout the
Group;
b. budgets, business plans and their implementation;
c. significant organisational changes and any changes in
employment conditions affecting large numbers of employees
such as:
• the composition of area/regional management teams,
• major structural changes within the organisation,
• all major redundancy programmes,
d. the appointment or removal of Senior Officers and Unit
Managers belonging to the reporting chain of any ExCom
member;
e. annual salary and incentive structures of the management
(excluding those of ExCom members);
f. investments and leasing arrangements with net present
value of leases being in the limits specified in the Signing and
Authorisation Policy of the Group;
g. acquisitions, joint ventures, partnerships and licensing
arrangements and, should these exceed the limit specified in
the Signing and Authorisation Policy of the Group, the ExCom
shall submit a proposal to the Board;
h. incorporation or dissolution of legal entities;
i. asset divestments - including real estate, legal units and
shares in the limits specified in the Signing and Authorisation
Policy of the Group;
j. performance by region/unit including analysis of market
trends and the competitive environment, as well as significant
corrective actions (to be discussed in each meeting);
k. R&D and new business development priorities and resources;
l. items related to the Group’s brand architecture;
m. legal disputes and claims of a significant nature including
matters at regional/unit level;
n. approval of all key operational policies and
o. any other matters, upon the Board’s request.
ExCom prepares proposals to the Board on matters which require
a resolution of the Board.
The ExCom meets 8-12 times a year, with informal records being
kept of its meetings.
The target is to achieve a unanimous view among the members
of the ExCom on the issues under discussion. The decisions shall
be confirmed by the Chair.
Members of the Executive Committee and meetings of
ExCom in 2022
The ExCom comprises of the President and CEO and the following
executives determined by the Board:
• Mr Sebastian Bondestam, born 1962, M.Sc. (Eng.), President,
Uponor Infra
• Mr Markus Melkko, born 1975, M.Sc. (Tech.), B.Sc. (Econ.), Chief
Financial Officer from 1 January 2022
• Ms Jennifer Hauschildt, born 1969, BA (Mathematics), MBA, Chief
Human Resources Officer from 1 April 2022
• Mr Bill Gray, born 1965, B.Com. (Finance and Marketing) & B.A.,
President, Building Solutions – North America and member of
ExCom until 10 January 2022
• Mr John Reutter, interim President, Building Solutions – North
America and interim member of ExCom from 10 January until 24
July 2022
• Mr Andres Caballero, born 1974, M.Sc. (Engineering), President,
Building Solutions – North America from 25 July 2022
• Mr Karsten Hoppe, born 1971, M.Sc. (Industrial Engineering), MBA,
Ph.D. (Business), President, Building Solutions – Europe until 30
September 2022
• Mr Thomas Fuhr, born 1965, German citizen, M.Sc. (Mech. Eng.),
Chief Technology Officer from 1 October 2022.
In 2022, the ExCom held eight official meetings in addition to which
the ExCom convened with a broader group on a weekly basis (in
total 39 times).
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2.7 Shares of each Board member, President and CEO and ExCom member
and corporations over which he/ she exercises control
Shares held by management in 2022
Name Position Date Shares
Aaltonen-Forsell, Pia Board member
1 Jan 6,674
31 Dec 8,318
Falk, Johan Board member
1 Jan 5,063
31 Dec 6,423
Lengauer, Markus Board member
1 Jan 9,026
31 Dec 10,670
Lindholm Casimir Board member (until 15 March 2022)
1 Jan 5,063
15 Mar 5,063
Marchi, Michael G. Board member
1 Jan 1,913
31 Dec 3,273
Paasikivi, Annika Chair of the Board
1 Jan 49,284
31 Dec 52,118
Skippari, Susanne Board member (from 15 March 2022)
15 Mar 0
31 Dec 1,360
Name Position Date Shares
Bondestam, Sebastian ExCom member
1 Jan 18,702
31 Dec 27,415
Caballero, Andres ExCom member (from 25 July 2022)
25 Jul 0
31 Dec 0
Fuhr, Thomas ExCom member (from 1 October 2022)
1 Oct 0
31 Dec 0
Gray, Bill ExCom member (until 10 January 2022)
1 Jan 14,491
10 Jan 14,491
Hauschildt, Jennifer ExCom member (from 1 April 2022)
1 Apr 3,941
31 Dec 3,941
Hoppe, Karsten ExCom member (until 30 September 2022)
1 Jan 9,150
30 Sep 20,469
Melkko, Markus ExCom member
1 Jan 3,052
31 Dec 3,052
Rauterkus, Michael President and CEO
1 Jan 12,300
31 Dec 12,300
Reutter, John Interim ExCom member (10 January – 24 July 2022)
10 Jan 0
24 Jul 4,003
The Executive Committee
The Board of Directors
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3. Descriptions of internal control procedures and the main
features of risk management systems
3.1 Overview of the internal control
Internal control process aims to ensure that Uponor’s objectives are
achieved and aligned with the strategy in the following categories:
• Operational efficiency
• Reliability of financial statements
• Compliance with Uponor’s internal policies and processes in
addition to applicable laws and regulations.
The Group’s internal control framework strives to balance the
business needs and the control perspective. Uponor’s internal
control environment is defined through group policies and
standards, which act as a basis for effective internal control. They
also describe relevant control activities to mitigate risks that may
affect Uponor’s ability to achieve its objectives. All Uponorians are
expected to act ethically, follow Uponor’s policies and Code of
Conduct and perform the control activities related to their position.
Uponor’s Internal Control approach is based on the Three Lines of
Defense model, where:
• The 1st line owns and manages daily risks in business processes
and operations
• The 2nd line supports, facilitates, and provides consultation on
risk management led by internal controls and risk management
• The 3rd line provides independent assurance by internal audit on
whether risk management is on an appropriate level.
Three lines of defence in Uponor’s Risk Management
Board of Directors, Audit Committee
External audit
Senior Management (CEO and ExCom)
1
st
Line of Defense
• Ovnership for Daily risk
management and risk
mitigation in business
processes and operations
2
nd
Line of Defense
• Focus on risk oversight by
monitoring and reporting
• Risk management
support, facilitation and
consultation
3
rd
Line of Defense
• Providing independent
assurance to senior
management and the
Board
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The Audit Committee’s duties include monitoring and supervising
the financial reporting process and the efficiency, plans
and processes of the internal control, internal audit and risk
management systems. Furthermore the Audit Committee shall
review and oversee the quality and integrity of the financial
statements, annual report, the half year financial report and
interim reports and monitors the financial position of the
company. The Audit Committee also monitors the statutory audits
of the financial statements and consolidated financial statements,
evaluates the independence of the statutory auditor or audit
firm, and prepares the proposal for resolution on the election of
the auditor. Audit Committee additionally reviews and monitors
the operations, audit schedules and reports of the internal audit
function and meets with the internal auditor, the external auditor
and the management of the company on agreed intervals.
The President and CEO’s duty is to ensure that the Group’s
accounting procedures comply with the applicable legislation
and that the financial management is conducted in a reliable
manner.
The CFO is responsible for the monitoring of the process-level
internal control implementation and follow-up of the financial
processes.
Internal Audit supports the Board and the management in
following up the effectiveness of internal control and corporate
governance. It carries out independent audits of business units
and subsidiaries, process reviews, and targeted audits on specific
areas to ensure compliance with internal company policies,
guidelines and laws and regulations.
3.1.2 Control activities, reporting and monitoring
The Group aims to embed control in the daily operations. Control
activities include for example four-eye principle, segregation of
duties, authority limits and group policies. Control activities are
continuously improved to ensure that risk mitigation is effective. In
addition, Internal Audit evaluates control effectiveness as part of
their audit engagements.
The Group’s Finance Manual sets the standards and guidelines for
financial reporting and describes the accounting policies to be
applied within the Group. The purpose of the manual is to ensure
the relevance and reliability as well as comparability of each
entity’s financial statements.
The Company has a common Group wide control framework for
external financial reporting, management reporting and treasury
processes. The internal control points are built in the business
processes as well as into the management’s supervision and
monitoring. These key controls aim to address the risks related to
the achievement of the financial reporting objectives. The control
activities are designed to provide reasonable assurance of the
accuracy, timeliness and completeness of the financial reporting
information and they are applied at all levels of the organisation.
Uponor has a global enterprise resource planning (ERP) system
that supports harmonized processes and controls across the
Group. Ongoing monitoring of the financial reporting process
occurs locally in each unit as part of the daily operations. On
Group level, the responsibility lies within the Group Finance
function. Internal control deficiencies shall be reported upstream,
with any serious matters to be reported to the ExCom and to
the Audit Committee. Audit Committee has the responsibility for
monitoring Uponor’s internal controls.
Internal control over the financial reporting process is part of
the overall internal control system in the Group. The objective
of internal control over financial reporting is to ensure that
the financial reporting information is reliable, comprehensive
and timely, and that the financial statements are prepared in
accordance with applicable laws and regulations, generally
accepted accounting principles and other requirements for listed
companies.
The Company’s consolidated financial statements are presented
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Community. The financial
statements also include additional information as required by the
Finnish Accounting Act and the Companies Act. The Company’s
financial statements have been prepared according to generally
accepted accounting principles in Finland.
3.1.1 Control environment
The control environment serves as the foundation for all other
components of internal control. Group level policies and internal
control principles serve as binding guidelines for operating units.
The Group Finance function co-ordinates the business units and
functions finance processes by establishing adequate control
activities in financial reporting in co-operation with the local
finance representatives. It also provides management and
regulatory authorities reporting as well as co-ordinates process
level internal control implementation and follow-up in Group
reporting process. The Group Finance function is also responsible
of the interpretation and application of accounting standards in
the Group.
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Vice President, Treasury is responsible for providing support to the
ExCom in developing risk policies and guidelines, as well as for
establishing assessment, monitoring and reporting procedures.
He/she provides support to the Business Divisions, units and
functions by providing assistance and training. He/she is also
responsible for establishing and maintaining the company’s
global commercial insurance programs.
Assessment of risks regarding financial reporting is part of the
Group’s overall internal control and risk management framework.
The risk assessment procedure which relates to the financial
reporting process includes:
a. ensuring, that objectives for financial reporting have been set
up.
b. identifying and mitigating risks that might hinder the
achievement of set objectives.
The objectives are set both in the business units and in Group
level operations. The risks are analysed in order to determine how
the risks should be managed. The risk assessment process also
considers the potential for material misstatement due to fraud.
3.2 Overview of the risk management systems
Risk management is a systematic way of protecting business
assets and income against losses in order to achieve the
Company’s targets without unnecessary interruption. Risk
management also includes risk-taking. That means utilisation
of opportunities, taking into account the risk-reward ratio and
expectations in each case.
The objective of risk management is to enable the Company to
implement its strategy, to ensure it achieves its financial targets
and to protect it from operative incidents, which might prevent
it from achieving its targets. A further objective is to ensure the
continuity of the operations even in an exceptional business
environment.
The main risk areas of the Company have been identified and
assessed. Group risk identification and assessment process is
conducted twice a year, during second and fourth quarters.
Company applies risk identification and assessment process
covering all Business Divisions and selected functions. Risks are
identified based on each divisional or functional management
team´s knowledge of its business and area of responsibility.
The main principle is to manage risks at their source within
the business unit, plant or function where risks may occur. Risk
ownership including the monitoring actions for the assessed risks
are defined and carried out by the appropriate management
at different levels of the Company. Vice President, Treasury is
responsible for the overall process and consolidates the results at
Group level.
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4.1 Internal audit
Internal auditing is an independent, objective assurance and
consulting activity designed to add value to and improve Uponor’s
operations. Internal audit is an integrated part of Uponor’s internal
control framework.
The purpose of Uponor’s internal audit is to support the Board
and management in monitoring the effectiveness of internal
control, risk management and corporate governance. Internal
audit achieves the purpose by having a systematic, disciplined
approach to evaluate and improve the aforementioned areas.
The purpose of internal audit is also to share leading practices
within Uponor. In addition to the existing channels within Uponor,
internal audit will also serve as a channel through which
subsidiaries can notify Uponor’s management about possible
wrongdoing/fraud.
The CFO has overall administrative responsibility for the
functioning of the internal audit function. As of 1 January 2014,
Uponor has outsourced its internal audit function to
Ernst & Young Oy.
The operating principles for internal audit are:
• Internal audit plan is prepared for approval by the Audit
Committee under supervision of the CFO. Internal audit plan is
approved for the period of 12 months. The ExCom may make
changes to the audit plan and is obliged to keep the Audit
Committee informed of them.
• Written audit reports are issued for each individual audit project.
These reports are delivered to the President and CEO and the
CFO and, depending on audit target, to other ExCom members.
Further, also executives and managers of audited Group
companies or functions will receive a copy. A copy of a report
will also be sent to external auditors.
• Summary reports are presented to the Audit Committee
regarding most significant internal audit findings, related risks
and management actions.
• Internal auditors meet the Audit Committee once a year in
person with no Uponor management present.
• Internal audit work is coordinated with Uponor’s external
auditors. In practice, there are bi-annual meetings between
internal and external auditors, in which the internal audit plans
and results are discussed and shared.
• In 2022, internal audit focused on auditing subsidiaries as well as
conducting Group-wide process audits.
4. Other information
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4.2 Compliance
At Uponor, compliance has always been of top priority; Uponor
strives to maintain and promote the highest legal and ethical
standards in its business practices and conduct. Uponor’s Code
of Conduct sets out the required norms for business behaviour. In
parallel it provides guidelines for a common way of working with
the aim of ensuring that all Uponor employees, managers, officers
and directors live up to the ethical standards needed also for
sustainable business.
In addition to other channels, all stakeholders are able to report
anonymously of any kind of suspicions of Code of Conduct
violations or of other potential misconduct through whistleblowing
channels hosted externally. Besides the internal whistleblowing
channel, there has been an external channel available for
anonymous reporting purposes since May 2021. All stakeholders,
especially the employees, have been encouraged to voice their
concerns on any misconduct. The reported cases are investigated
as per the Investigation Policy in full confidence and with the
highest integrity.
The foundation for the Compliance function, including the roles
and responsibilities thereof, has been defined in the Compliance
Charter. The SVP and Chief Legal Officer has an overall oversight
responsibility on the Group level for the functioning of the
Compliance function. The Group Compliance Officer, who reports
to the SVP and Chief Legal Officer, has an overall operational
responsibility for the Compliance related matters. The Compliance
Committee is responsible to oversee and manage compliance
issues within Uponor as well as make recommendations for
investigation of cases reported. The Compliance Committee
consists of the CFO, SVP and Chief Legal Officer and Group
Compliance Officer. The Compliance Committee convened 9
times during 2022.
All the Group functions are involved in the policy management
and in compliance related initiatives to certain extent through the
Policy Management Group. Since late 2021, each Division has also
nominated the Division Compliance Delegate(s) to participate in
the policy creation process and in other compliance topics.
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4.3 Insider administration
Uponor Corporation complies with applicable EU regulations,
especially the Market Abuse Regulation (596/2014, “MAR”), and
any regulation and guidance given by the European Securities
Markets Authority (“ESMA”). Further, the company observes Finnish
legislation, especially the Securities Markets Act (746/2012, as
amended) and the Finnish Penal Code (39/1889, as amended),
including the insider and other guidelines of Nasdaq Helsinki
Ltd. and the standards and guidance of the Finnish Financial
Supervisory Authority (“FIN-FSA”) and other authorities. Uponor also
has its own insider policy.
Managers, as defined by MAR, include the members of the Board
of Directors and senior executives in the following positions: the
President and CEO, the CFO, and other members of the Executive
Committee. The company keeps a record of its managers as
defined by MAR as well as their closely associated persons. MAR
requires that each manager and his/her closely associated
persons notify the company and FIN-FSA of their transactions in
the financial instruments of or linked to the company conducted
on his/her own account. These notifications shall be made
promptly and no later than three business days after the date
of transaction (T+3). Uponor will issue stock exchange releases
to disclose information on transactions by managers and their
closely associated persons, as specified in MAR.
Uponor does not maintain a list of permanent insiders. Instead,
all persons involved with insider projects will be listed as
project-specific insiders. Project-specific lists will be established
and maintained for each project or event constituting inside
information, based on a separate decision. All persons working
for Uponor, representatives of external entities, shareholders and
authorities who have information concerning an insider project
or have access to project-specific inside information, as well as
persons who are working for the implementation of an insider
project, will be entered in a project-specific insider list.
Preparation of periodic disclosure (annual and half year financial
statements, interim reports, financial statements bulletins)
or regular access to unpublished financial information is not
regarded as an insider project. However, due to the sensitive
nature of unpublished information on the company’s financial
results, the persons determined by the company, based on
their position or access rights, to have authorised access to
unpublished financial result information are added to a list of
Financial Information Recipients.
Uponor applies an absolute trading prohibition (a ‘closed window’
principle) during a period beginning 30 calendar days before the
announcement of each of the periodic financial reports and the
year-end report (the financial statements bulletin) and ending
at the end of the trading day following the day of publication of
such a report. At the minimum, a closed period commences at
the end of the reporting period in question. The closed window
principle applies to the managers (as defined by MAR) as well as
the Financial Information Recipients.
Uponor’s internal insider policy is published on the Group intranet.
All Group employees are required to act in accordance with these
rules.
4.4 External audit
Assisted by the Audit Committee, the Board prepares a proposal
on the external auditor and presents it to the Annual General
Meeting (AGM) for election. The external auditor must be a
corporation of authorised public accountants accredited by the
Central Chamber of Commerce of Finland. In co-operation with
the auditor, the corporate management organises the audit of
the Group’s subsidiary companies, as required by applicable local
legislation. Auditors of these subsidiary companies report directly
to the legal unit they have audited, submitting a copy of each
report to the Group’s financial administration for inclusion in the
Company’s audit log.
External Audit in 2022
The 2022 AGM appointed KPMG Oy Ab, a corporation of authorised
public accountants accredited by the Central Chamber of
Commerce in Finland, as the Company’s auditor for the financial
year 2022, with Anders Lundin, Authorised Public Accountant,
acting as the principal auditor.
Fees to the external auditor for the statutory audit services totalled
€874,991 and for audit related and other services €16,012 in total
€891,003 for the year 2022.
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4.5 Related party transactions
Uponor has specific Guidelines on Related Parties (“Guidelines”)
in place. The purpose and objectives of these Guidelines are to
define the related parties and related party transactions in Uponor
Group as well as to determine the rules on (i) proper decision
making mechanism for related party transactions and (ii) when
such transactions are to be disclosed.
Related parties have been defined in accordance with the IAS 24
standard. The company also keeps a record of its related parties.
All related parties have been informed of the Guidelines in place
and of the obligation to inform all related party transactions in
advance to the CFO according to instructions given. No related
party transaction shall be concluded prior to confirmation from
the CFO.
Remuneration Report
The Remuneration Report describes the remuneration for Uponor’s
Governing Bodies as required by the Finnish Securities Market
Act, the Finnish Limited Liability Companies Act and the Finnish
Corporate Governance Code 2020 (the “Governance Code”)
issued by the Securities Markets Association. The Remuneration
Policy of the Governing Bodies was approved at the Annual
General Meeting, 15 March 2022.
The Remuneration Policy provides a framework of the
remuneration principles and practices of the Board of Directors
(the “Board”), the President and CEO, and the Deputy CEO of
Uponor. The remuneration of the Board and the CEO in 2022
follows the Remuneration Policy framework and principles, and no
deviations to the Policy have been made, nor have any clawbacks
of remunerations taken place. The Remuneration Report presents
information on the paid remuneration of the President and
CEO, the Deputy CEO and the Board during the financial year
2022. It also presents the development of average employee
remuneration and company performance over the past five
financial years in comparison to President and CEO, Deputy CEO
and Board remuneration.
The remuneration report has been divided into following sections:
• Letter from the Chair of the Personnel and Remuneration
Committee
• Pay-for-performance during the preceding five years
• Remuneration of the Board of Directors for the preceding
financial year
• Remuneration of the President and CEO, and Deputy CEO for the
preceding financial year
Additional information on company as well as Board and
executive remuneration please see: uponorgroup.com/en-en/
investors/remuneration.
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Dear Shareholders,
Uponor follows a total remuneration approach built on the
principles of fair, competitive, and performance-based
remuneration, to ensure long-term business performance and
value creation, and to attract and retain the most competent
personnel. A notable portion of the President and CEO’s
remuneration is based on variable pay, in the form of short-
term and long-term incentive programs. To ensure a strong link
between the President and CEO’s remuneration and financial
performance, the short- and long-term incentive plan criteria are
largely based on the company’s financial performance metrics
combined with a smaller weight on sustainability or other non-
financial performance metrics.
Uponor’s Executive Committee was significantly strengthened
during 2022 with several new members. Work on our strategic
cornerstones continued throughout the organization and our
overall performance was good in 2022 despite the notable
external challenges. The war in Ukraine accelerated the already
on-going inflationary development and increased the possibility
of raw material and energy constraints. In the final quarter of
the year Uponor was subject to a cyber security attack. During
the attack, our personnel showed exceptional dedication and
resilience by working hard to remediate the situation while
securing deliveries to our customers. The swift response and
recovery enabled Uponor to stay on track to reaching record-high
annual net sales of € 1.4 billion and to sustain the operating profit
margin at a reasonable level of 11.1%.
I would like to express my gratitude to all Uponorians for the results
we have achieved together in 2022 and for your support in the
execution of our value creation strategy.
Annika Paasikivi
Chair of the Personnel and Remuneration Committee
Letter from the Chair of the Personnel
and Remuneration Committee
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The following section presents a comparison between
the remuneration of the President and CEO, the Deputy
CEO and the Board, the average employee remuneration
and company performance for the financial years 2018
to 2022. We have awarded both our employees and
executives with well-earned incentives during these
years. For further information regarding remuneration
and to read our Remuneration Policy of the Governing
Bodies, please visit our website at uponorgroup.com/
en-en/investors/remuneration.
In our short-term incentive plans we have consistently
rewarded participants based on the achievement of
pre-determined target levels of comparable operating
profit and other supporting KPIs. Further, rewards under
the long-term incentive plans have been awarded based
on intrinsic value, which is based primarily on Uponor’s
EBITDA, and either cumulative net sales or sustainability
depending on plan period in question. The Board closely
follows these performance indicators to assess whether
our strategy has been implemented successfully. The
Personnel and Remuneration Committee ascertains
that it is appropriate to reward employees for attaining
targets linked to these performance measures. By
meticulously aligning our incentive plans with the goals
of Uponor, we ensure that remuneration drives the best
interest of the company.
As Uponor is a global company that employs 4,214
professionals in 27 countries in Europe and North
America, the remuneration levels vary between these
countries. According to the Remuneration Policy of
the Governing Bodies, the variable portion of the
remuneration of the President and CEO and the Deputy
CEO represents a notable part of their remuneration at
the target level, whereas employee remuneration is less
volatile as a smaller portion of their total remuneration is
made up of variable remuneration. The Board members
do not participate in any incentive plans; thus, the
remuneration of the Board is more stable in nature.
During the last five years, the remuneration for the
President and CEO and the Deputy CEO has been aligned
with financial performance. The main factors impacting
the development of the average employee pay are
typically changes in the employee demography between
countries and between employee groups, annual
salary increases, as well as the realization of short-term
incentive payouts.
See the adjacent table for specific values.
Pay-for-performance during
the preceding five years
Five-year development of remuneration and company performance
2018 2019 2020 2021 2022
President & CEO Pay
T€ (Luomakoski, 1 Jan – 20 Aug 2021) including eg. severance
payment, prorated STI and LTI payments in 2021 720.5 783.6 829.3 2,372.4 -
Change% -11.3 8.8 5.8 186.1 -
T€ (Rauterkus, 21 Aug – 31 Dec 2022) - - - 208.7 908.6
Change% - - - - 335.4
Deputy CEO Pay
T€ 378.5 455.4 417.2 535.2 782.4
Change% -2.1 20.3 -8.4 28.3 46.2
Employee Pay* - Global
T€ 52.1 52.0 54.0 56.7 55.9
Change% 3.8 -0.2 3.9 5.1 -1.5
Total Board Pay
T€ 401.7 407.7 383.7 416.1 569.4
Change% 21.7 1.5 -5.9 8.4 36.8
Net sales
M€ 1,196.3 1,103.1 1,136.0 1,313.2 1,386.2
Change% 2.2 -7.8 3.0 15.6 5.6
Intrinsic Value
M€ 1,034.1 931.3 1,376.3 1,522.2 1,435.4
Change% 15.5 -9.9 47.8 10.6 -5.7
Comparable Operating Profit
M€ 99.3 92.7 142.7 160.5 153.7
Change% 2.2 -6.6 53.9 12.5 -4.2
Comparable OP % 8.3 8.4 12.6 12.2 11.1
Total Shareholder Return % -45.7 41.1 60.4 18.4 -17.5
* Average employee salary is calculated by dividing the total paid salaries and bonuses with the average number of employees during the year.
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As stated in the Remuneration Policy of the Governing
Bodies approved by the Annual General Meeting in 2022,
Board remuneration consist of an annual fee and a fee
per meeting. The members of the Board of Directors are
not employees of Uponor and do not participate in any
Uponor incentive scheme or pension arrangement.
The 2022 Annual General Meeting approved the
following fees to be paid to members of the Board of
Directors.
• Chair of the Board of Directors: €100,000
• Deputy Chair of the Board of Directors: €58,000
• Chair of the Board’s Audit Committee: €58,000
• Chair of the Board’s Personnel and Remuneration
Committee (only in case she/he is not the Chair of the
Board as well): €58,000
• Each other member of the Board: €48,000
Approximately 40% of this yearly remuneration was paid
by acquiring Uponor Corporation shares in public trading
and/or by conveying Uponor Corporation shares held by
the company, and the rest was paid in cash. The yearly
Board remuneration was paid within two weeks after
the publication of the company’s half-year report for
January–June 2022.
Travel expenses related to meetings of the Board were
reimbursed according to the company’s travel policy.
Remuneration per each actual Board and committee
meeting (excluding decisions without a meeting) were
paid to the members of the Board of Directors in the
Remuneration of the Board of
Directors for 2022
amount of €800 for meetings held in the country of
residence of the member, €1,600 for meetings held
elsewhere on the same continent, and €3,000 for
meetings held on another continent. The remuneration
for telephone meetings was equal to the remuneration
for meetings held in the country of residence of the
member.
All payments to members of the Board of Directors
during the financial year 2022 have been in compliance
with the Remuneration Policy.
In the financial year 2022, the following fees were paid
to the members of the Board of Directors:
Remuneration
in shares
Board of Directors
Audit
Committee
Personnel and
Remuneration
Committee
Ad Hoc
Committee
Remuneration
in cash €
Number of
shares Value €
Remuneration for
Board and committee
meetings, total €
Paasikivi, Annika, Chair Chair Member 57,829 2,834 41,507 36,800
Aaltonen-Forsell, Pia Chair Chair 33,537 1,644 24,078 42,800
Falk, Johan 27,763 1,360 19,919 25,600
Lengauer, Markus Member Member 33,537 1,644 24,078 47,200
Lindholm, Casimir (until 15 March 2022) Member - - - 3,600
Marchi, Michael G. Member 27,763 1,360 19,919 33,400
Skippari, Susanne (since 15 March 2022) Member 27,763 1,360 19,919 22,400
Total 208,191 10,202 149,418 211,800
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Remuneration of the President and CEO and the Deputy
CEO comprises a base salary, benefits and performance-
based incentive plans. The incentive plans consist of an
annual short-term incentive plan and long-term share
incentive plans.
In 2022, the variable portion of the remuneration of the
President and CEO and the Deputy CEO was increased
in line with the increased emphasis on pay-for-
performance.
Michael Rauterkus was appointed President and CEO
as of August 2021 and was not paid long-term incentive
during 2022. Rauterkus was paid total remuneration
of €908,642 including base salary and benefits,
supplementary pension and short-term incentive 2021.
The relative proportion of fixed pay was 76% and variable
pay 24%.
The Deputy CEO, Sebastian Bondestam, was paid total
remuneration of €782,420. The relative proportion of fixed
pay was 37% and variable pay 63%.
The different components of the total remuneration
2022 are described in the following table.
Remuneration of
the President and CEO and
the Deputy CEO for 2022
FIXED REMUNERATION VARIABLE REMUNERATION OTHER
Base Salary
(including taxable benefits:
company car and phone)
Short-term
incentive (STI)
Long-term
incentive (LTI)
Supplementary
Pension
Severance
payment
President and CEO
Michael Rauterkus
21 August 2021 -
575,300 218,342 - 115,000 908,642
Total 2022, €
- 324,818 * -
Accrued 2022, to be paid in 2023, €
Deputy CEO
Sebastian Bondestam
265,538 142,657 349,225 25,500 782,420
Total 2022, €
- 152,547 * -
Accrued 2022, to be paid in 2023, €
*The exact value of the reward is determined based on the share price at the time of the payout, and it is not known yet.
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Performance KPI Actualisation
The following tables present the criteria, weights and
achievements of the short-term incentive and the
long-term incentive plans paid in 2022, and short-term
incentive plan accrued in 2022 to the President and CEO
and the Deputy CEO.
Criteria Weight Achievement
President and CEO Uponor Comparable Operating Profit 100% Maximum
Deputy CEO Uponor Comparable Operating Profit 40% Maximum
Uponor Infra Comparable Operating Profit 60% Between target and maximum
Criteria Weight Achievement
President and CEO Intrinsic Value 60% Between target and maximum
Net Sales 40% Between threshold and target
Deputy CEO Intrinsic Value 60% Between target and maximum
Net Sales 40% Between threshold and target
Criteria Weight Achievement
President and CEO Uponor Comparable Operating Profit 54% Between threshold and target
Uponor Net Sales 36% Between threshold and target
Uponor Lost Time Injury Frequency (LTIF) 10% Below threshold
Deputy CEO Uponor Comparable Operating Profit 30% Between threshold and target
Uponor Infra Comparable Operating Profit 60% Maximum
Uponor Infra Lost Time Injury Frequency (LTIF) 10% Below threshold
Criteria and total outcome of the short-term incentive plan 2021 (paid in 2022)
Criteria and total outcome of the long-term incentive plan 2019–2021 (paid in 2022)
Criteria and total outcome of the short-term incentive plan 2022 (accrued 2022, paid 2023)
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Annual Review 2022 | 43
Remuneration element President and CEO (Rauterkus) Deputy CEO
Base salary and benefits The paid base salary was €575,300 including phone benefit. The paid base salary and benefits was €265,538 including taxable benefits: company car and phone
Short-term incentive (STI) Performance year 2021
The maximum STI opportunity was 100% of the annual base salary.
Performance year 2022 and due payment 2023
The maximum STI opportunity was increased to 140% of the annual base salary.
Performance year 2021
The maximum STI opportunity was 60% of the annual base salary. No changes was made to the STI
maximum opportunity in 2021.
Performance year 2022 and due payment 2023
The maximum STI opportunity was increased to 80% of the annual base salary.
Long-term incentive (LTI)
For additional long-term incentive plan
descriptions, please see our website.
Performance period 2019-2021 (paid in 2022)
Michael Rauterkus was appointed President and CEO as of August 2021, and was not eligible for the
2019-2021 long-term incentive performance period.
Performance period 2020-2022 and due payment 2023
The maximum gross reward for the performance period would have been 66,938 shares. The
confirmed gross reward is 64,327 shares, and it will be paid partly in shares and partly in cash to
cover taxes and tax-related costs arising from the reward. The value of the reward in euros will be
determined by the share price on the transfer day.
Ongoing plans
The maximum reward for the ongoing LTI 2021–2023 performance period was increased to 60,650
shares including a cash portion intended to cover taxes and the tax-related costs arising from the
reward. The possible reward is paid in 2024.
The maximum reward for the ongoing LTI 2022–2024 performance period is 50,750 shares including a
cash portion intended to cover taxes and the tax-related costs arising from the reward. The possible
reward is paid in 2025.
The maximum reward for the ongoing LTI 2023–2025 performance period is 87 365 shares including a
cash portion intended to cover taxes and the tax-related costs arising from the reward. The possible
reward is paid in 2025.
Performance period 2019-2021 (paid in 2022)
Payment was made partially in shares and cash: €349,225 was paid in March 2022. The share
proportion consisted of 8,713 shares.
Performance period 2020-2022 and due payment 2023
The maximum gross reward for the performance period would have been 27,000 shares. The
confirmed gross reward is 25,947 shares, and it will be paid partly in shares and partly in cash to
cover taxes and tax-related costs arising from the reward. The value of the reward in euros will be
determined by the share price on the transfer day.
Ongoing plans
The maximum reward for the ongoing LTI 2021–2023 performance period is 19,350 shares including a
cash portion intended to cover taxes and the tax-related costs arising from the reward. The possible
reward is paid in 2024.
The maximum reward for the ongoing LTI 2022–2024 performance period is 14,067 shares and a
cash portion intended to cover taxes and the tax-related costs arising from the reward. The possible
reward is paid in 2025.
The maximum reward for the ongoing LTI 2023–2025 performance period is 25,601 shares including a
cash portion intended to cover taxes and the tax-related costs arising from the reward. The possible
reward is paid in 2025.
Supplementary pension The supplementary pension was defined as 20% of annual base salary. The value of the defined
pension plan in 2022 was 115,000 per annum. The President and CEO may retire at the age of 67.
The supplementary pension was defined as 10% of annual base salary. The value of the defined
pension plan in 2022 was €25,500. The Deputy CEO may retire at the age of 63.
Termination The mutual termination notice period of 6 months applies to the President and CEO. He is entitled to a
severance pay of 12 months’ salary in addition to the salary earned during the notice period, in case
the company terminates his service.
The mutual termination notice period of 6 months applies to the Deputy CEO. He is entitled to a
severance pay of 6 months’ salary in addition to the salary earned during the notice period in case
the company terminates his service.
Summary of the remuneration of the President and CEO and Deputy CEO for financial year 2022
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Financial Statements
In brief Governance Financial StatementsBoard of Directors’ ReportDivisions SolutionsMegatrends CEO’s review Strategy
Annual Review 2022 | 46
Review by the Board of Directors
Market development
Construction markets in both North America and Europe began the year with positive momentum. Although output was
tempered by continuing supply-side challenges, deep order books and existing projects sustained the industry across
the first half of the year. However, markets began to moderate from multi-year highs as interest rates rose in the summer
months, with builder confidence growing progressively darker and ending the year at multi-year lows in some countries.
In North America, construction in Uponor’s largest market, the USA, began the year at a high level of activity not seen
since before the financial crisis. Throughout the spring, construction spending grew substantially in nominal terms in both
the residential and non-residential segments, supported by double-digit price inflation. Inflation-neutral, non-financial
measures of industry output, such as housing starts, were also very strong in the early months. As the year progressed,
the policy of monetary tightening adopted by the Fed drove mortgage interest rates to a 15-year high, intensifying already
challenging housing affordability conditions and dampening demand. As the year came to a close, housing start rates
had fallen meaningfully from earlier in the year and housebuilders reported a degree of pessimism not seen since 2012.
On a more positive note, some non-residential segments that began their slow recovery after the pandemic, such as
commercial space, performed relatively well throughout the year. In Canada, housing starts were again at very high levels,
although permits began to trend downward towards the end of the year.
In Uponor’s largest Central European market, Germany, the market for new housing and residential renovation
projects was generally healthy as the year began, with demand continuing to outstrip builders’ ability to deliver projects.
The dramatic increase in geopolitical uncertainty witnessed during February was tempered by deep order books that
maintained activity at a steady level through most of the summer months. Challenged by elevated inflation and rising
interest rates, building activity began to slow and builder orderbooks weakened throughout the second half of the year.
In the non-residential segment, spending on both new and renovation projects was largely on par with 2021. In the
Netherlands, the persistent lack of available housing helped support building activity, especially in the market for flats.
In the Nordics, the large number of ongoing projects started in 2021 and early 2022 supported construction activity
in the first half of the year in Uponor’s largest markets, Finland and Sweden, with increased spending on both residential
and non-residential buildings. However, the rate at which new projects were initiated began to slow during the year, as
increasing interest rates tempered demand. Meanwhile, spending on key civil engineering segments, such as water works
and transportation, rose in Sweden but fell in Finland. Construction markets in Southwest Europe expanded overall in both
residential and non-residential segments, with Spain, Italy, France and the UK developing positively from the previous year.
Net sales
Uponor Group’s net sales for January–December 2022 reached €1,386.2 (1,313.2) million, a growth of 5.6%. Net sales growth
was mainly driven by pricing, supported by changes in currencies and the Capricorn acquisition. Net sales were negatively
impacted by a cyberattack against Uponor at the end of the year. Positive net currency impact was €44.2 million, bringing
the growth without currency impact to 2.2%. The biggest currency impacts came from USD, SEK, CAD, RUB and PLN.
The organic net sales growth was 3.6%. Net sales grew in euro terms in all business divisions driven mainly by pricing actions.
M€ 1–12/ 2022 1–12/ 2021 Change
Building Solutions – Europe* 599.2 564.2 6.2%
Building Solutions – North America 479.8 467.5 2.6%
(Building Solutions – North America, (M$)) 503.8 552.4 -8.8%
Uponor Infra 312.8 286.8 9.1%
Eliminations -5.6 -5.3
Total
1,386.2 1,313.2
5.6%
Breakdown of net sales by division (January–December):
*Includes the net sales of Capricorn S.A. as of 1 Nov 2021
Measured in terms of reported net sales, and their respective share of Group net sales, the 10 largest countries were as
follows: the USA 30.3 (30.9), Germany 10.7% (11.0), Sweden 10.5% (9.5), Finland 10.2% (10.0), Canada 4.5% (4.8), the
Netherlands 4.3% (4.3), Denmark 4.3% (4.6), Poland 3.7% (3.1), Spain 2.7% (2.9) and Norway 2.4% (2.9).
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M€ 1–12/ 2022 1–12/ 2021 Change
Building Solutions – Europe* 44.0 65.9 -33.3%
Building Solutions – North America 77.5 84.5 -8.3%
(Building Solutions – North America, (M$)) 81.4 99.8 -18.5%
Uponor Infra 23.1 16.2 42.8%
Others -8.2 -9.5
Eliminations -0.9 -3.0
Total
135.5 154.1
-12.1%
Operating profit by division (January–December):
Results and profitability
Uponor’s gross profit in January–December 2022 was €503.9 (484.7) million. The gross profit margin was 36.4% (36.9).
The operating profit in January–December 2022 was €135.5 (154.1) million with an operating profit margin of 9.8% (11.7).
The comparable operating profit was €153.7 (160.5) million. The total net effect of items affecting comparability was
€18.2 (6.4) million, of which €11.4 million was related to a write-down of the Russia operations’ net assets and related costs,
€2.4 million related to cyberattack recovery and €1.7 related to the operational excellence programme. The comparable
operating profit margin was 11.1% (12.2). Pricing actions contributed positively to the comparable operating profit offsetting
higher input costs. Profitability was burdened by a higher cost level compared to the exceptionally low level, caused by
Covid-19, in the comparison period. Profitability was negatively impacted by production interruption and related volume loss
due to the impact of a cyberattack against Uponor at the end of the year.
M€ 1–12/2022 1–12/2021 Change
Building Solutions – Europe* 58.3 72.0 -18.9%
Building Solutions – North America 77.9 84.7 -8.0%
(Building Solutions – North America, (M$)) 81.8 100.0 -18.2%
Uponor Infra 23.4 16.3 43.2%
Others -6.7 -9.5
Eliminations 0.6 -3.0
Total
153.7 160.5
-4.3%
Comparable operating profit by division (January–December):
In January–December 2022, Uponor’s net financial expenses were €1.0 (7.9) million, of which net currency exchange income
totalled €0.2 (-3.2) million.
The share of the result in associated companies and joint ventures was €0.4 (-6.4) million. In the comparison period Uponor
had a 50% share in the joint venture company, Phyn, which was sold on 13 August 2021.
Uponor’s profit before taxes for January–December was €134.9(139.8) million. The tax expense was €37.4 (36.4) million. Profit
for the period in January–December of 2022 was €97.5 (103.4) million.
Return on equity was 19.1% (22.9). Return on investment was 22.2% (24.7). Return on investment, adjusted for items affecting
comparability, was 25,2% (25.3).
Earnings per share were €1.21 (1.33). Equity per share was €6.34 (5.71). For other share-specific information, please see the
Tables section.
Cash flow
Cash flow from operations decreased from comparison period and was €88.4 (139.2) million. Cash flow decreased from the
previous year mainly driven by increased net working capital. The change in net working capital was due to increased raw
material prices impacting inventory values. Cash flow before financing was €39.3 (75.0) million.
Cash flow from financing and thus cash flow for the January–December 2022 period included the two instalments of
dividend payment, paid in March and September, totalling €51.4 (44.4) million.
Capital expenditure
Gross investment in fixed assets totalled €50.5 (45.5) million. Depreciation and impairments were €54.5 (49.1) million.
Net investments totalled €49.6 (44.7) million. Uponor’s investments in January–December of 2022 were related to
maintenance, efficiency improvements, capacity expansions and technology upgrades for product launches to come.
Innovations, research and development
In January–December 2022, total research and development expenses were €23.2 (20.7) million, representing 1.7% (1.6) of
the Group’s net sales.
Uponor continued to accelerate R&D initiatives and moving forward towards its target of having a sustainable alternative
for 50% of its product portfolio by 2027. In 2022, Uponor launched four new products based on ISCC certified renewable
raw materials: The world’s first bio-based PEX pipes, “PEX Blue” for three different applications, and the IQ Blue stormwater
pipe. The Blue product series is part of Uponor’s commitment to renewable raw materials helping customers reach
their sustainability targets. At the end of the year, Uponor also launched the markets most comprehensive sustainable
stormwater management solution for infrastructure use, called Uponor Stormwise, was prepared. The positive initial
feedback that we have received from our customers is encouraging.
*Includes the operating profit of Capricorn S.A. as of 1 Nov 2021
*Includes the operating profit of Capricorn S.A. as of 1 Nov 2021
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Financial position
Net interest-bearing liabilities at the end of December 2022 were €48.5 (20.9) million. The solvency ratio was 55.2%
(50.2) and gearing was 9.1% (4.3), with a four-quarter rolling gearing of 13.1% (1.7), below the range of 40–80% set in the
company’s financial targets.
Uponor has two bilateral long-term loans of €40 million and €30 million, both of which will mature in January 2026.
As back-up funding arrangements, Uponor has four €50 million committed bilateral revolving credit facilities in force,
totalling €200 million maturing in 2023–2027, none of which were used during the reporting period. Three of the revolving
credit facilities have success KPIs that are tied to Uponor’s greenhouse gas reduction targets.
For short-term funding needs, Uponor’s main source of funding is its domestic commercial paper programme,
totalling €150 million, none of which was outstanding on the balance sheet date. Available cash-pool limits granted
by Uponor’s key banks amounted to €35.0 million, none of which was in use on the balance sheet date. At the end of
December 2022, Uponor had €65.5 (98.1) million in cash and cash equivalents.
Strategy execution
Uponor Group’s profitable growth strategy centers around maximizing the core, a step-change in innovation, a People
First agenda to drive an engaged, performance-based culture and leading the construction industry towards net zero.
In 2022, the execution of our strategy proceeded as planned. We formed a new Technology organisation designed to
accelerate innovation as well as drive manufacturing efficiency and supply chain resilience. The Technology organisation
provides operational support for the Building Solutions – Europe division and focuses on innovation and sustainability,
while driving cross-division collaboration of the manufacturing and supply chain functions.
In line with our “maximising the core” strategy, in Building Solutions – Europe, we focused on countries with high
potential to drive organic growth with a systematic 4C approach (Categories, Countries, Channels, Customers) and we
also took steps towards moving from pure component selling to selling more integrated solutions which can significantly
increase the sales opportunities per dwelling. In Building Solutions – North America, we continued to make inroads into
the commercial market and to leverage on our global offerings and brought new innovative products for the North
American market. In Uponor Infra, we continued to successfully transform the sales mix by moving towards industry
projects with higher margin categories.
We accelerated sustainable innovation initiatives and launched new sustainable products, leading the construction
industry towards net zero. These include the world’s first PEX pipes based on ISCC certified renewable raw materials
(“PEX Blue”), the IQ Blue stormwater pipe and Uponor Stormwise, a new sustainable stormwater management solution for
infrastructure use. The Blue product series supports our commitment to renewable raw materials that help customers to
reach their sustainability targets.
Our People First initiative consists of five key pillars: Culture, Leadership, Talent, Employer Branding, and Wellbeing and
Safety. In 2022, our main efforts focused on keeping our employees healthy and safe while also creating an inclusive
and diverse workplace that attracts and retains the best talent. Following our updated Group strategy in March, we also
focused on improving our internal strategy communication. We introduced regular touchpoints for our senior leaders for
global collaboration, knowledge sharing and discussing topical areas around Group strategy.
Turning to 2023, we stay on course with our long-term growth strategy while improving our resilience. Our demand
outlook is negatively impacted by the rising interest rates, a continued volatile environment and cost inflation pressures. To
offset these headwinds and continue building a robust, lean and resilient company, we have initiated targeted measures
aiming at annual cost savings of €30 million with an estimated net reduction of up to 400 jobs globally
Pursuing growth with a systematic 4 C approach, optimizing capacity, and protecting our margins will be our key
priorities in 2023 and 2024.
Looking ahead, maximizing the core and sustainable innovation will support Uponor’s profitable growth ambitions
in the coming years also under tough market conditions. We believe the current energy crisis will further accelerate the
transformation toward and demand for more energy-efficient systems. Uponor is well positioned to seize the opportunities
created by the growing demand for our energy-efficient heating and cooling systems as well as for our sustainable systems
for safe and clean water.
Development in sustainability
Our enhanced sustainability agenda and new sustainability targets 2027 aim to maximize positive impact on customers,
employees, and society, while minimizing our own – and to minimize Uponor’s environmental footprint. In 2022, Uponor’s
scope 1, 2 and 3 GHG emissions continued to decrease. We set a new Science Based Target for emission reductions and
made excellent progress in our shift towards 100% green electricity. We now aim for a 75% reduction in GHG emissions from
our own operations compared to 2019 level. In addition, we want to reduce supply chain emissions by 20%.
Uponor wants to offer a sustainable alternative for 50% of our product portfolio, cover 90% of our product sales with
Environmental Product Declarations (EPDs), and set sustainability targets for all new R&D projects. In 2022, we launched
four new products based on renewable raw materials, the new Blue PEX pipes being an example of these. Together with our
value chain partners we completed the technical development of a closed loop chemical recycling process for PEX-a waste,
allowing Uponor, as the first one in the world, to recycle its PEX-a waste back to new PEX pipes. We also increased the share
of products covered by EPDs to 12%.
Uponor’s People First strategy consists of five key pillars: Culture, Leadership, Talent, Employer Branding, and Wellbeing
and Safety. We’ve set a target to have 40% both male and female in our top 50 management positions, 82% male and 18%
female in 2022. We continue to develop our safety culture and processes. We harmonized the calculation of our accident
rate, LTIF, across all divisions and have taken steps to transform the safety culture at Uponor to reach our ‘zero accidents’
target by 2025. In 2022, our lost time injury frequency, LTIF, according to the harmonized calculation method was 8.3 (8.8).
Our LTIF was 6.0 (4.8) before the harmonization.
We received strong recognition of our sustainability performance from key ESG ratings, including EcoVadis, CDP, ISS ESG
and Sustainalytics. From the society perspective, our target is to collaborate with top 25 customers to strengthen impactful
social programs in all business divisions.
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Governance
Uponor prepares a separate corporate governance statement and a remuneration report for governing bodies,
which are available on the company’s website at uponorgroup.com.
Uponor Corporation complies with the Finnish Corporate Governance Code 2020, issued by the Securities Market
Association. Uponor deviates from recommendation 15 according to which the committees should have at least three
members each. The Personnel and Remuneration Committee has, however, two members instead of three members as
stated in the recommendation as resolved by the Board of Directors of the Company. Uponor considers that sufficient
expertise for the Personnel and Remuneration Committee is secured with two members, and the Committee may also
obtain views from outside of the Committee. The Committee acts as a preparatory and assisting body for the Board of
Directors, and all essential matters relating to remuneration shall be dealt by the Board of Directors.
Personnel
At the end of December, the Uponor Group had 4,055 (4,234) employees, in full-time-equivalent (FTE) terms. This is 179
less than at the end of December 2021. The average number of employees (FTE) during January–December was 4,214
(3,871). The increase was mainly driven by the acquisition of Capricorn S.A taking place in the fourth quarter in 2021.
The geographical breakdown of the Group’s personnel (FTE) was as follows: the U.S. 23% (24), Germany 20% (19),
Finland 16% (15), Poland 15% (15), Sweden 13% (13), Spain 2% (2), Denmark 2% (3), Canada 1% (1), Russia 1% (2), United
Kingdom 1% (1) and other countries 6% (5).
A total of €297.2 (278.8) million was recorded in salaries, other remunerations and employee benefits during the
financial period.
Changes in the Executive Committee
On 26 July 2022, Thomas Fuhr was appointed Chief Technology Officer (CTO) and member of Uponor Group’s Executive
Committee effective 1 October 2022. He is based in Germany and reports to Michael Rauterkus, President and CEO, Uponor
Corporation. Thomas leads the newly formed Technology organization designed to accelerate innovation as well as drive
manufacturing efficiency and supply chain resilience. The Technology organization provides operational support for the
Building Solutions – Europe division and focuses globally on innovation and sustainability, while also driving cross-division
collaboration of the manufacturing and supply chain functions.
On 15 June 2022, Uponor Corporation announced that Karsten Hoppe, President of the Building Solutions – Europe
division, had decided to leave Uponor to pursue interests outside of the company. Karsten continued in his operational
leadership role until 9 September 2022 to ensure a smooth transition period. Goran Kovacev, former Vice President
of Sales, Europe, was appointed to a new position as Senior Vice President of BLD-E to lead the division’s commercial
operations reporting to President and CEO Michael Rauterkus from 1 September 2022 onwards. This new leadership
structure replaces the President, Building Solutions – Europe role that was previously an Executive Committee role.
On 15 June 2022, Andres Caballero was appointed President of the Building Solutions – North America division and a
member of the Executive Committee at Uponor. He assumed his position on 25 July 2022. He is based in Minnesota, USA, and
reports to Michael Rauterkus, President and CEO, Uponor Corporation. Andres succeeds Bill Gray who stepped down from his
role as President of Building Solutions – North America on 10 January 2022 to focus on interests outside the company. John
Reutter, who acted interim President of Building Solutions – North America, concentrated on his duties as the division’s Vice
President of Finance from 25 July 2022 onwards.
On 30 March 2022, Jennifer Hauschildt was appointed Chief Human Resources Officer (CHRO) and a member of the
Uponor Group’s Executive Committee effective 1 April 2022. She is based in Minnesota, USA, and reports to Michael Rauterkus,
President and CEO, Uponor Corporation.
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Building Solutions – North America
The Building Solutions – North America division serves local markets with PEX plumbing, radiant heating and cooling,
hydronic distribution, pre-insulated pipe and fire sprinkler systems. The division has production in the United States.
M€ 1–12/2022 1–12/2021 Change
Net sales 479.8 467.5 +2.6%
Operating profit 77.5 84.5 -8.3%
Operating profit margin, % 16.2% 18.1% -10.6%
Comparable operating profit 77.9 84.7 -8.0%
Comparable operating profit margin, % 16.2% 18.1% -10.3%
Personnel, average 1,036 999 +37
Building Solutions – North America’s net sales were €479.8 (467.5) million, a growth of 2.6% in euro terms or a decrease
of -8.8% in USD terms. Strong pricing realization and improved sales mix benefitted net sales development. Net sales were
negatively impacted by a cyberattack against Uponor at the end of the year and a rapid decline on new construction single
family homes markets in the second half of the year.
Building Solutions – North America’s operating profit was €77.5 (84.5) million, a decrease of -8.3% in euro terms or a
decrease of -18.5% in USD terms. Improved operational performance and cost management contributed positively to
operating profit. Profitability was negatively impacted by production interruption and related volume loss due to the cyber
incident as well as softening demand in single family new construction markets.
Review by business division
Building Solutions – Europe
The Building Solutions – Europe division serves mainly the European market with drinking water delivery, heating and
cooling solutions, prefabricated solutions, control systems, pre-insulated pipes and manifolds. The division has production
in Finland, Sweden, Germany, and Poland.
M€ 1–12/2022 1–12/2021 Change
Net sales 599.2 564.2 +6.2%
Operating profit 44.0 65.9 -33.3%
Operating profit margin, % 7.3% 11.7% -37.2%
Comparable operating profit 58.3 72.0 -18.9%
Comparable operating profit margin, % 9.7% 12.8% -23.7%
Personnel, average 2,192 1,900 +292
Building Solutions – Europe’s net sales were €599.2 (564.2) million, a growth of 6.2%. Net sales growth was supported by
strong pricing actions. Net sales development was negatively impacted by the cyberattack against Uponor at the end of the
year. The acquisition of Capricorn S.A. contributed favourably to net sales. The organic growth was 1.6%.
Building Solutions – Europe’s operating profit was €44.0 (65.9) million, a decrease of -33.3%. Comparable operating
profit was €58.3 (72.0) million. Strong net sales development had a positive impact on the operating profit but was not
enough to compensate for the interruption in production and related volume loss due to the cyber incident. Items affecting
comparability included a €11.4 million write-down and related costs of net assets related to the Russia operation that had a
negative impact on the operating profit.
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Uponor Infra
The Uponor Infra division serves the Baltic Sea area with sewer and storm, pressure pipe systems, district energy, designed
solutions and project services for municipalities, utilities and industry. In 2022, the division had production in Finland,
Sweden, Denmark and Poland. The production in Denmark was closed at the end of 2022.
M€ 1–12/2022 1–12/2021 Change
Net sales 312.8 286.8 +9.1%
Operating profit 23.1 16.2 +42.8%
Operating profit margin, % 7.4% 5.7% +30.9%
Comparable operating profit 23.4 16.3 +43.2%
Comparable operating profit margin, % 7.5% 5.7% +31.3%
Personnel, average 850 845 +5
Uponor Infra’s net sales were €312.8 (286.8) million, a growth of 9.1%. Net sales growth was driven by pricing actions in all
markets and good development in designed solutions projects. Net sales were negatively impacted by the cyberattack
Uponor faced at the end of the year.
Uponor Infra’s operating profit was €23.1 (16.2) million, an increase of 42.8%. The improvement in profitability was
supported by successfully continuing to transform the sales mix towards industry projects with higher margin categories.
Pricing actions to offset input cost inflation and operational efficiencies also contributed positively to the operating profit.
Share capital and shares
In January–December 2022, Uponor’s share turnover on Nasdaq Helsinki was 20.5 (20.9) million shares, totalling €333.2
(459.2) million. The share quotation at the end of December was €16.61 (20.94), and the market capitalisation of the shares
was €1,216.0 (1,533.0) million.
At the end of December, there were a total of 21,544 (19,071) shareholders. Foreign shareholding in Uponor accounted for
28.8 (29.4) per cent of all shareholdings in the company at the end of the reporting period.
Uponor Corporation’s share capital amounts to €146,446,888 and the number of shares totals 73,206,944. There were no
changes in the share capital and the number of shares during the reporting period.
Treasury shares
At the end of 2022, Uponor held 530,950 (634,206) of its own shares, representing approximately 0.7 (0.9) per cent of the
company’s shares and voting rights.
Management shareholding
At the end of 2022, the members of the Board of Directors and the President and CEO, along with corporations known to the
company and in which they exercise control, held a total of 94,462 (89,323) Uponor shares. These shares accounted for 0.13%
of all shares and votes in the company.
Share-based incentive programme
The Board of Directors has resolved on several long-term incentive programmes for key management in the last few years.
Details of the plans can be found from uponorgroup.com > Investors > Remuneration.
In December 2022, the Board of Directors of Uponor Corporation resolved to continue the key management Performance
Share Plan mechanism, originally decided on by the Board in 2014. Approximately 50 Group key managers, including the
members of the Executive Committee, belong to the target group covered by the new plan. The potential reward based on
the 2023–2025 plan will be paid in 2026, partly in company shares and partly in cash.
Notices under the Securities Market Act 9:5
On 22 December, Uponor Corporation received a notification from Oras Invest Ltd of a change in shareholding in
accordance with Chapter 9, Section 5 of the Finnish Securities Market Act. According to the notification, holdings of Oras
Invest Ltd in shares of Uponor Corporation had on 21 December 2022 gone above the threshold of 25% and totalled 18,322,159
shares representing 25.03% of the share capital and votes in the company.
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Authorisations
The Board of Directors was authorised by the AGM 2022 to resolve on the repurchase of no more than 3,500,000 of the
company’s own shares, amounting in total to approximately 4.8 per cent of the total number of the shares of the company
at the date of the general meeting. In addition, 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.
Resolutions of the Annual General Meeting 2022
Uponor Corporation’s Annual General Meeting (AGM) was held on 15 March 2022. The AGM adopted the financial statements
and the consolidated financial statements for 2021 and released the Board members and the President and CEOs from
liability.
The AGM approved the proposed dividend of €0.67 per share for the financial period 2021. The dividend was paid in two
instalments. The first instalment of €0.33 per share was paid on 24 March 2022. The second instalment of €0.34 per share
was paid in September 2022.
The Board of Directors was authorised to resolve on the repurchase of no more than 3,500,000 of the company’s own
shares, amounting in total to approximately 4.8 per cent of the total number of the shares of the company at the date of the
general meeting. These shares will be bought back using distributable earnings from unrestricted equity. The 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.
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.
The existing Board members Annika Paasikivi (chair), Pia Aaltonen-Forsell, Johan Falk, Markus Lengauer and Michael G.
Marchi were re-elected. Susanne Skippari was elected as a new member. Annika Paasikivi was re-elected as Chair of the
Board.
KPMG Oy Ab, a company of Authorised Public Accountants, was re-elected as the auditor of the company for the
following term of office.
The AGM adopted proposal for the yearly remuneration of the Board as follows: €100,000 for the Chair of the Board,
€58,000 for the Deputy Chair of the Board, €58,000 for the Chair of the Audit Committee, €58,000 for the Chair of the
Personnel and Remuneration Committee (only in case she/he is not the Chair of the Board as well) and €48,000 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. 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 €800 for meetings held at the country of residence of the member, €1,600 for
meetings held elsewhere on the same continent, and €3,000 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. The additional
remuneration (2021: €600) for the Chairs of the Board and the Board committees to be paid for each respective meeting
shall be removed.
Further details about the Annual General Meeting are available at https://www.uponorgroup.com/en- en/investors/
governance/agm-2022.
Significant events during the period
Uponor announced the initiation of the sales process in its half-year financial report 2022, following an earlier decision to
stop all imports from and exports to Russia at the outbreak of the invasion of Ukraine. The sale process of Uponor’s Russian
operations was still ongoing at the end of the year 2022.
On 27 October 2022, Uponor announced the decision to close down its pressure pipe factory in Middelfart, Denmark, as
part of the continuous improvement of its manufacturing footprint. The factory is part of Uponor’s infrastructure division,
Uponor Infra. The closure took place during the fourth quarter of 2022, and it affected approximately 40 employees.
On 7 November 2022, Uponor announced it had been subject to a cyber security attack affecting its operations in Europe
and North America. After the attack, the company took immediate actions to investigate and remediate the situation. Due
to the uncertainty caused by the attack, Uponor withdrew its guidance for 2022 on 21 November 2022. On 19 December 2022,
when more precise visibility on the expected impact of the attack on Uponor’s Q4 2022 development became available,
Uponor issued a new guidance for 2022.
Significant events after the period
On 15 February 2023, Uponor announced launching a groupwide transformation programme over the years 2023–2024.
With the successful implementation of the programme, Uponor aims to secure its long-term competitiveness and ensure
the execution of its growth strategy. Creating a new Uponor-wide operating model will strengthen Uponor’s resiliency as a
company, capability to adjust to changing market conditions and ability to better serve customer needs.
The transformation to this new Uponor operating model will result in a leaner and more efficient organization, while also
producing expected annual cost savings of around €30 million with an estimated net reduction of up to 400 jobs globally.
The detailed impact of the organisational changes will be communicated, and when necessary, negotiated locally as
the plans progress. As Uponor conducted the first activities linked to the transformation programme already in Q4 2022,
cost savings are expected to be realised gradually from Q1 2023 and fully by the end of 2024. The total items affecting
comparability associated with the transformation programme are estimated to be around €25 million.
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Non-financial information
This section describes Uponor’s sustainability activities as required in Chapter 3a of the Finnish Accounting Act on non-
financial information. More information on sustainability and the value creation model can be found in the Sustainability
Review 2022 (which will be published latest during the week starting 6 March 2023).
Uponor’s business model and value creation
Operating in an industry with a strong influence on sustainable living, Uponor’s purpose is to unlock the potential of water
to protect the place we call home. Our aim is to provide our customers with high quality solutions and set new standards
without compromising what is good for the planet. Our vision is to be the leader in sustainable water solutions.
The framework for Uponor’s sustainability agenda is based on maximizing our positive impact on our customers,
employees and the society while minimizing our environmental footprint through a rapid transformation towards a
sustainable value chain. Providing integrated solutions with the best environmental footprint to support customers in
their sustainability transition, driving an engaged performance-based People First culture and top employer brand while
collaborating in the industry and bringing value to the society.
The selected focus areas are strongly aligned with Uponor’s long-term profitable growth strategy and have the greatest
impact potential on the business and achieving our strategic targets. Main NFI data is reported at the end of this section and
our sustainability KPIs are reported in our Sustainability Review 2022.
Uponor has identified seven UN Sustainable Development Goals where it can make a difference; gender equality (5),
clean water and sanitation (6), decent work and economic growth (8), industry innovation and infrastructure (9),
sustainable cities and communities (11), responsible production and consumption (12) and climate action (13).
Uponor is organised into three divisions (Building Solutions – Europe, Building Solutions – North America and Uponor Infra)
according to business responsibility and proximity to customers. Common people, brand, technology, sustainability,
innovation, R&D and IT matters are managed at Group level in order to benefit from global presence and maximise global
synergies.
Operating principles and due diligence processes
Uponor complies with local laws and regulations, and the company’s Code of Conduct, Supplier Code of Conduct and other
Group policies form the foundation for its operating principles. Uponor is also a signatory of the UN Global Compact, has a
validated Science Based Target for climate action and has submitted a SBTi net-zero target for validation.
Environment
Uponor considers the environmental aspects of its product offering and continuously aims to reduce the overall impact of
its business operations. Uponor has 16 manufacturing facilities in Europe and North America, and their key environmental
impacts are greenhouse gas emissions, waste and water usage.
Uponor pursues an environmental management system according to the ISO 14001 standard and an energy-
management system compliant with the ISO 50001 standard in order to reach its environmental and energy targets
systematically. In 2022, 14 manufacturing facilities were ISO 14001 certified and 9 ISO 50001 certified. Uponor’s environmental
topics are covered by its Safety, Quality, Environmental and Energy Management Policy. Internal and external audits are
conducted on a yearly basis to ensure enforcement of the policy.
As a key element of its Group strategy, Uponor is committed to sustainable innovation. In 2022, for instance the company
launched four new Uponor “Blue” products utilising renewable raw materials.
Personnel and social matters
Uponor emphasises equal treatment and promotes employee safety and well-being. The health and safety of employees
is a management priority, and Uponor is striving towards a zero accidents ambition. Employee health and safety topics are
covered by the Safety, Quality, Environmental and Energy Management Policy.
Uponor’s People First strategy, which was launched in March 2022 consists of five key pillars: Culture, Leadership, Talent,
Employer Branding, and Wellbeing and Safety. With the People First strategy, the company aims to ensure that it attracts
and retains the right talent to support Uponor’s business goals under good leadership and a high-performance culture, as
well as continue to raise awareness of topics related to well-being and safety and to provide additional support to ensure
employees are taking proper care of themselves.
Uponor conducts annually an employee engagement survey to get feedback from its employees on employee-related
matters.
Human rights
As a signatory of the UN Global Compact, Uponor respects human rights as defined, for example, in the United Nations’
Universal Declaration of Human Rights. Uponor is a responsible employer and supports equal opportunities for its
employees. No discrimination is allowed. Uponor does not allow child or forced labour or any other activities that are against
basic labour rights across its value chain.
In 2022, Uponor launched and implemented a new Supplier Code of Conduct in addition to its Supplier Policy that both
aim to ensure that its suppliers also meet Uponor’s ethical, social, environmental and quality standards, as well as comply
with all local laws and regulations.
Through Uponor’s internal and external whistle-blowing channels, hosted by an external independent service provider,
Uponor’s employees and external stakeholders have the opportunity to report non-compliant behaviour or to submit other
similar concerns on misconduct or potential misconduct, even anonymously if they so wish.
Anti-corruption and bribery
Uponor has zero tolerance for corruption and bribery. Uponor’s Fraud Prevention Policy, forming part of Uponor Code of
Conduct, sets out in more detail Uponor’s attitude towards fraud and its intention to prevent it, as well as the responsibilities
of all Uponor employees, managers, directors and officers regarding fraud prevention.
Results of compliance with the operating principles
Environmental matters
Uponor continued to develop its product portfolio and help its customers to reduce their environmental impacts. Uponor
published its first Environmental Product Declarations, which provide full transparency on the environmental footprint of the
product, in 2021 and this work continued in 2022. Our aim is to cover 90% of product sales with EPDs by 2027.
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Uponor strives to reduce its greenhouse gas emissions and waste. In April 2021, Uponor received an approval from the
Science Based Targets initiative for its new greenhouse gas emission reduction targets. In July 2022, Uponor submitted an
updated, more ambitious short-term greenhouse gas reduction target and a SBTi Net-zero target for validation by SBTi.
During 2022, Uponor’s scope 1 and 2 GHG emissions have decreased further by 45% compared to 2021. The decrease was
driven by further increased share of green electricity in manufacturing, conversions of district heat to renewable source and
energy efficiency measures.
Social and employee related matters
Safety is Uponor’s top priority. Keeping employees safe, introducing new digital ways of working and promoting a flexible
hybrid working model remained the main topics on the management’s agenda during 2022.
Uponor’s lost time injury frequency (LTIF) took a step back and deteriorated to 6.0 (4.8). Uponor continued to develop its
internal trainings, ways of working and safety processes, as well as introduced improved safety equipment and tools for
monitoring near misses. In 2022, Uponor launched its global safety forum to share best practices and harmonize the safety
guidelines across all divisions and for all manufacturing sites.
In 2022, Uponor provided a selection of different virtual trainings and e-learning courses to its employees varying from
developing leadership skills to maintaining well-being. And upholding the highest ethical standards, Uponor also introduced
a global approach for how to enhance diversity, equity and inclusion in its company culture.
Uponor conducted a Group-wide employee engagement survey during October 2022. The response rate was 85% (84),
and the Employee Net Promoter Score (eNPS) was 37 (41) which is above the 25% top industry benchmark. According to
employees, Uponor’s strengths as an employer are physical wellbeing, meaningful work and co-workers that you can count
on. Improvement areas include among others safety.
Human rights, anti-corruption and bribery
Uponor started a project to further improve the transparency of its supply chain and to meet the increasing stakeholder
and industry expectations in 2021. The Supplier Code of Conduct was created and while the initial launch measures took
place in 2022, the roll-out will continue in 2023. In parallel, Uponor is also building and implementing a sustainability audit
programme.
Based on the updated Code of Conduct in 2021, Uponor launched a new mandatory multi-language e-learning course
to its internal stakeholders during the third quarter of 2022. Due to the cyber incident in November 2022, the completion rate
remained at 59.2% (2021: 93%) for white-collar employees at the end of 2022. The training continues in 2023.
No incidents related to human rights violations, corruption or bribery were detected in Uponor’s operations through daily
management processes, internal audit investigations or whistle-blowing channels.
Main risks related to non-financial themes
Environmental matters
Non-compliance with local legislation and regulations may lead to fines as well as reputational and business risk to Uponor.
Uponor mitigates environmental risks by means of training and implementing ISO 14001, ISO 9001 and ISO 50001 processes
and certifications in its manufacturing facilities.
Uponor has identified that climate change can cause transition risks to the whole Uponor Group. As Uponor’s
manufacturing facilities are located inland and further away from areas which are more exposed to extreme weather
conditions, the company has no material physical risks related to climate change.
Policy or legal risks
As Uponor’s main raw material is plastic, produced using fossil fuel, i.e., crude oil, tightening regulations and/or taxation
around fossil fuels can increase Uponor’s operational costs and set new requirements for Uponor’s products. To mitigate this
risk, Uponor’s R&D actively participates in projects seeking alternatives for fossil oil-based resins. Uponor also participates in
different trade organisations’ work and aims to influence local and regional decision-makers in questions related to energy,
health and water usage.
Market and reputation risk
Uponor’s customers may start to prefer products that are produced from renewable and recycled raw materials. If Uponor
fails to introduce new materials on time, the company can lose market share. If Uponor continues to use fossil-based resins
while competitors move to other options, Uponor and its brand may suffer reputational damage.
Social and employee-related matters
Health and safety-related issues may cause risks to Uponor. Uponor may also have difficulties in attracting and retaining
talent in the organisation.
Uponor mitigates health and safety-related risks by means of internal training, near-miss reporting and continuous
improvement of internal processes. In addition, Uponor invests in building an attractive corporate culture and employer
brand, as well as enabling diverse career paths.
Human rights
Possible violation of human rights and employee rights may impact Uponor’s reputation and business opportunities.
Uponor mitigates risks by developing internal training and processes, as well as carrying out supply chain audits to
address any potential third-party compliance issues. The implementation and roll-out of its new Supplier Code of Conduct
will continue to its suppliers during 2023. In addition, both internal and external anonymous whistle-blowing channels are in
use to supplement other reporting channels. The whistle-blower channel was opened to external stakeholders in 2021.
Anti-corruption and bribery
Unethical behaviour by Uponor’s employees or partners may negatively impact Uponor’s reputation and business
opportunities.
Uponor mitigates these risks by means of a careful recruitment process, internal training, internal controls, monitoring
and auditing, as well as training and auditing partners and other external stakeholders. In addition, Uponor has different
reporting channels available, including internal and external anonymous whistle-blowing channels.
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Key non-financial performance indicators
Measure Unit 2022 2021
Total energy consumption 1,000 MWh 208.6 237.0
Raw material used 1,000 tonnes 139.6 162.2
Water consumption 1,000 m
3
148.3 148.0
Total GHG emissions (Scope 1) 1,000 tonnes CO
e 7.4 7.3
Biogenic Scope 1 emissions 1,000 tonnes CO
2
e 2.26 2.65
Total GHG emissions (Scope 2) 1,000 tonnes CO
2
e 1.3 8.5
Scope 2 emissions (location-based) 1,000 tonnes CO
2
e 59.0 68.1
Total waste 1,000 tonnes 15.1 17.1
Incident rate (LTIF) per million work hours 6.0 4.8
Share of white-collar employees participating
in Code of Conduct e-learning % 59.2 93.2
Some figures for previous years have changed due to improved accuracy in data collection and reporting, and
also due to changes in reporting scope with new sites added to the reporting and inactive sites removed from reporting
during 2022. Also, an emission recalculation during 2022 as a part of Uponor’s Science Based Targets update process has
caused changes in previous years’ figures.
Uponor reports its Scope 2 emissions using market-based methodology. Market-based Scope 2 emissions are based on
emission factors provided by energy suppliers, and on country-specific emission factors (i.e., GHG Protocol - IEA 2021) used
as supplementary if supplier-specific data is not available.
Environmental indicators include all Uponor’s manufacturing, distribution centre and warehousing sites. Social indicators
include all Uponor operations. Total working hours are calculated based on the combined FTE of all active employees and
the average yearly working hours in Uponor’s largest operating countries.
The Code of Conduct e-learning completion rate deviation between 2021 and 2022 is due to the launch of a more
extensive and completely new e-learning replacing the old version Q3 2022.
EU taxonomy eligibility
Figures are based on Uponor’s current understanding and interpretation of the Taxonomy regulation, and subject to any
changes in official reporting and interpretation guidance from the European Commission. A full EU Taxonomy alignment
disclosure will be presented in Uponor’s Sustainability Review 2022.
Total amount, M€ Eligible activities Non-eligible activities
Net sales, eligible 1,386.2 21% 79%
Operational expenses, eligible 47.3 17% 83%
Capital expenditure, eligible 50.5 35% 65%
Short-term risks and uncertainties
Uponor is exposed to risks and uncertainties which may have a negative impact on Uponor’s operations, performance,
financial position and sources of capital. For example, the following risks could potentially have an impact on Uponor’s
business:
The outlook for 2023 continues to be volatile with many uncertainties related to the general economic development with
high inflation, labour shortages, rising mortgage rates notably in North America, the impacts of the geopolitical turmoil and
current energy crisis in Europe.
Uponor is exposed to risks related to potential disruption of Russian gas supply both directly and indirectly. Uponor
uses natural gas in its metal fitting production at one manufacturing facility in Germany. Possible gas supply disruptions
in Central Europe are not likely to have a material direct impact on Uponor’s other manufacturing facilities. However, gas
supply disruptions in Central Europe may impact Uponor indirectly through effects on Uponor’s suppliers’ operations
including raw material availability and prices.
The prices of raw materials used in the manufacture of Uponor’s products are susceptible to change, driven by several
market factors including petrochemical and metal product price fluctuations, supply capacity and market demand, among
others. Uponor aims to pass most of the effects of such fluctuations onto its selling prices with a reasonable delay.
Uponor is subject to risks related to macroeconomic and geopolitical conditions. Political uncertainties may cause
serious disruption and additional trade barriers to Uponor’s operations or supply chain and thus affect e.g., the company’s
sales and credit risk. Economic downturns may increase trade customers’ payment problems and Uponor may need to
recognize impairment of trade receivables. The credit risk of customers is mitigated by having well-developed practices for
customer credit risk management including the use of credit insurance where applicable.
The sale process of Uponor’s Russian operations is still ongoing, although it advanced in the fourth quarter of 2022.
Uponor announced the initiation of the sales process in its half-year financial report 2022, following an earlier decision to
stop all imports from and exports to Russia at the outbreak of the invasion of Ukraine.
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Annual Review 2022 | 56
Demand for Uponor’s products depends on business cycles in the construction sector. Uponor mitigates this risk by
distributing its business to two main geographical areas: Europe and North America. In addition, Uponor has three business
areas: plumbing solutions, indoor climate solutions and infrastructure solutions. Uponor’s products are used in both new
construction projects and renovation projects, and in the latter the demand is usually more stable than in the more cyclical
new construction. Management uses scenario planning to identify and manage actions to handle potential economic
downturns.
Compliance with laws and regulations is top priority within Uponor. Non-compliance with legislation and regulations may
lead to fines as well as reputational and business risk to Uponor. Uponor can be exposed to different judicial proceedings.
Two product-related lawsuits with class allegations filed in the autumn of 2021 remain pending against Uponor in the
United States. Uponor has been successful thus far in its defence of the cases, which are essentially identical, but they
remain in their early stages. As such, it remains uncertain what impact, if any, the cases will have on Uponor. In September
2022, the Finnish Competition and Consumer Authority (FCCA) proposed that the Market Court would impose competition
infringement fines to its subsidiaries Uponor Infra Oy (€ 8.5 million) and Uponor Suomi Oy (€ 5.0 million) concerning
alleged violations of the Competition Act. As the process is in its early stages, and Uponor deems the claims to be without
foundation, no provisions have been made to the proposed fines.
Uponor has 16 manufacturing facilities in Europe and North America, which exposes the company to possible
environmental risks. Uponor mitigates environmental risks by means of training and implementing ISO 14001, ISO 9001 and
ISO 50001 processes and certifications in its manufacturing facilities. As Uponor’s manufacturing facilities are located
inland and further away from areas which are more exposed to extreme weather conditions, the company has no material
physical risks related to climate change.
The international nature of its operations exposes the company to currency risks associated with various currencies.
Approximately 60% of Uponor’s net sales were generated in currencies other than the euro. Correspondingly, a major part
of expenses associated with these net sales were also denominated in the same local currencies, markedly decreasing the
associated currency risks.
Uponor’s operations and services rely heavily on different software and data networks. Cybercrime, malfunctions or other
security related breaches having an impact to Uponor’s core systems or sensitive data may result adversely in Uponor’s
business and financial positions as well as lead to reputational damage.
A more detailed risk analysis can be found from www.uponorgroup.com > Investors > Uponor as an investment.
Long-term financial targets
Net sales: > 4% annual organic growth
Profitability: > 12% comparable operating margin
Capital structure: gearing 40–80%
Dividend: growing
The financial targets are linked to managements’ STI and LTI programs.
ESG targets by 2027
75% reduction in greenhouse gas emission in own operations compared to the 2019 level
20% reduction in greenhouse gas emissions in supply chain compared to the 2019 level
A sustainable alternative for 50% of the portfolio
40% both male and female in Top 50 management positions
Top tier engagement scores
Zero accident ambition
Collaboration with top 25 customers to strengthen impact
Impactful social programs in all business divisions
The ESG targets are linked to managements’ STI and LTI programs.
Guidance for 2023
Excluding the impacts of currencies, Uponor expects its net sales to be between €1,300 and €1,400 million in 2023, and its
comparable operating margin to be above 10%.
Vantaa, 15 February 2023
Uponor Corporation
Board of Directors
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Group key financial figures
2022 2021 2020 2019 2018
Other key figures
Operating profit (continuing operations), % 9.8 11.7 11.6 8.3 8.9
Comparable operating profit (continuing operations), % 11.1 12.2 12.6 8.4 8.3
Profit before taxes (continuing operations), % 9.7 10.6 10.7 6.9 7.8
Return on Equity (ROE), % 19.1 22.9 24.3 15.3 18.0
Return on Investment (ROI), % 22.2 24.7 21.8 14.4 17.2
Solvency, % 55.2 50.2 48.7 44.6 45.1
Gearing, % 9.1 4.3 3.6 37.6 39.4
Net interest-bearing liabilities, M€ 48.5 20.9 15.1 139.1 139.2
- % of net sales 3.5 1.6 1.3 12.6 11.6
Change in net sales, % 5.6 15.6 3.0 -7.8 2.2
Exports from Finland, M€ 65.9 54.2 41.4 48.7 54.2
Net sales of foreign subsidiaries, M€ 1,228.7 1,165.9 996.3 965.1 1,049.4
Total net sales of foreign operations, M€ 1,246.1 1,182.8 1,009.7 980.2 1,064.7
Share of foreign operations, % 89.9 90.1 88.9 88.9 89.0
Personnel at 31 December 4,055 4,234 3,658 3,708 3,928
Average no. of personnel 4,214 3,871 3,708 3,801 4,074
Employee benefits total, M€ 297.2 278.8 257.8 247.5 259.6
Investments (continuing operations), M€ 50.5 45.5 30.2 26.1 54.0
- % of net sales 3.6 3.5 2.7 2.4 4.5
2022 2021 2020 2019 2018
Consolidated income statement (continuing operations),
M€
Net sales 1,386.2 1,313.2 1,136.0 1,103.1 1,196.3
Operating expenses 1,197.8 1,110.8 952.1 961.3 1,063.6
Depreciation and impairments 54.5 49.1 52.7 51.8 42.4
Other operating income 1.5 0.9 1.0 1.3 16.4
Operating profit 135.5 154.1 132.3 91.3 106.7
Comparable operating profit 153.7 160.5 142.7 92.7 99.3
Financial income and expenses -1.0 -7.9 -6.3 -11.6 -8.5
Profit before taxes 134.9 139.8 121.8 75.6 93.5
Profit for the period 97.5 103.4 96.1 55.3 63.2
Consolidated balance sheet, M€
Non-current assets 342.7 335.5 305.2 327.7 310.6
Goodwill 95.4 95.9 85.8 83.6 83.5
Inventories 220.3 174.4 128.7 144.4 147.9
Cash and cash equivalents 65.5 98.1 138.0 76.1 38.1
Accounts receivable and other receivables 244.5 263.3 210.7 201.4 206.5
Equity attributable to the owners of the parent company 460.7 414.6 356.8 311.6 297.6
Non-controlling interest 73.9 68.7 65.1 58.8 56.0
Provisions 51.9 43.2 37.1 30.0 30.2
Non-current interest-bearing liabilities 103.2 106.7 124.1 203.4 175.6
Current interest-bearing liabilities 10.8 12.3 29.0 11.8 1.7
Non-interest-bearing liabilities 268.1 321.6 256.4 217.7 225.5
Balance sheet total 969.8 967.2 868.4 833.2 786.6
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M€ 2022 2021 2020 2019 2018
Items affecting comparability
- restructuring and associated charges -15,8 -6,4 -10,4 -1,4 -8,2
- capital gains and losses on sale of non-current assets - - - - 15,7
- other items -2,4 - - - -
- total items affecting comparability in operating profit -18,2 -6,4 -10,4 -1,4 7,4
Items affecting comparability, total -18,2 -6,4 -10,4 -1,4 7,4
Comparable gross profit
- Gross profit 503.9 484.7 429.4 381.9 400.8
- Less: Items affecting comparability in gross profit -1.3 -0.2 -0.9 -0.1 -
Comparable gross profit 505.3 484.8 430.2 382.0 400.8
% of sales 36.5 36.9 37.9 34.6 33.5
Comparable operating profit
- Operating profit 135.5 154.1 132.3 91.3 106.7
- Less: Items affecting comparability in operating profit -18.2 -6.4 -10.4 -1.4 7.4
Comparable operating profit 153.7 160.5 142.7 92.7 99.3
% of sales 11.1 12.2 12.6 8.4 8.3
Items affecting comparability
and reconciliations to IFRS
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2022 2021 2020 2019 2018
Share capital, M€ 146.4 146.4 146.4 146.4 146.4
Number of shares at 31 December, in thousands 73,207 73,207 73,207 73,207 73,207
Number of shares outstanding, in thousands
- at end of year 72,676 72,573 73,022 72,987 72,962
- average 72,654 73,021 73,016 72,983 73,123
Total equity attributable to the owners of the parent company, M€ 460.7 414.6 356.8 311.6 297.6
Share trading, M€ 333.2 459.2 361.2 266.7 499.0
Share trading, in thousands 20,549 20,981 28,795 26,537 40,763
- of average number of shares, % 28.3 28.7 39.4 36.4 55.7
Market value of share capital, M€ 1,216.0 1,533.0 1,329.4 852.9 631.0
Earnings per share (diluted), € 1.21 1.33 1.21 0.72 0.72
Equity per share, € 6.34 5.71 5.68 4.89 4.27
Dividend, M€ 50.1
1)
48.6 41.6 38.7 37.2
Dividend per share, € 0.69
1)
0.67 0.57 0.53 0.51
Effective share yield, % 4.2 3.2 3.1 4.5 5.9
Dividend per earnings, % 57.0 50.4 47.1 73.6 70.8
P/E ratio 13.7 15.7 15.0 16.2 12.0
Issue-adjusted share prices, €
- highest 21.74 28.88 18.60 12.37 17.62
- lowest 12.29 16.86 6.73 8.52 8.13
- average 16.25 21.89 12.55 10.05 12.24
Share-specific key figures
The definitions of key ratios are shown on page 60.
Notes to the table:
1)
Proposal of the Board of Directors
The average number of shares is adjusted with treasury shares.
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Return on Equity (ROE), % =
Profit before taxes – taxes
x 100
Total equity, average
Return on Investment (ROI), % =
Profit before taxes +
interest and other financing costs
x 100
Balance sheet total –
non-interest-bearing liabilities, average
Solvency, % =
Total equity
x 100
Balance sheet total – advance payments received
Gearing, % =
Net interest-bearing liabilities
x 100
Total equity
Net interest-bearing liabilities =
Interest-bearing liabilities – cash, bank receivables and
financial assets excluding restricted cash
Earnings per share (EPS) =
Profit for the period attributable to equity holders
of parent company
Average number of shares adjusted for share
issue in financial period excluding treasury shares
Equity per share ratio =
Equity attributable to the owners of the
parent company
Number of shares adjusted for share issue at
end of year excluding treasury shares
Dividend per share ratio =
Dividend per share
x 100
Earnings per share
Effective dividend yield =
Dividend per share
x 100
Share price at the end of financial period
Price – Earnings ratio (P/E) =
Share price at the end of financial period
Earnings per share
Market value of shares =
Number of shares at the end of financial period x
last trading price
Average share price =
Total value of shares traded (€)
Total number of shares traded
Gross profit margin =
Gross profit
x 100
Net sales
Operating profit margin =
Operating profit
x 100
Net sales
Comparable gross profit = Gross profit – items affecting comparability*
Comparable gross profit margin =
Gross profit – items affecting comparability*
x 100
Net sales
Comparable operating profit = Operating profit – items affecting comparability*
Comparable operating profit margin =
Operating profit – items affecting comparability*
x 100
Net sales
*
)
Items affecting comparability are exceptional transactions that are not related to normal business operations. The most common items affecting comparability are capital gains and losses, inefficiencies in production related to
plant closures, additional write-downs, or reversals of write-downs, expenses due to accidents and disasters, provisions for planned restructurings, environmental matters, penalties, and changes in legislation and legal proceedings.
The Group’s management exercises its discretion when taking decisions regarding the classification of items affecting comparability.
Definitions of key ratios
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Shareholder No. of shares
% of
shares
% of
votes
Oras Invest Ltd 18,635,361 25.5 25.6
Investment Fund Nordea Nordic Small Cap 2,794,538 3.8 3.8
Ilmarinen Mutual Pension Insurance Company 2,460,000 3.4 3.4
Varma Mutual Pension Insurance Company 2,327,072 3.2 3.2
Mandatum Life Insurance Company Limited 1,240,199 1.7 1.7
Sigrid Jusélius Foundation 888,286 1.2 1.2
Paasikivi Pekka 853,900 1.2 1.2
Elo Mutual Pension Insurance Company 752,000 1.0 1.0
The State Pension Fund 655,000 0.9 0.9
Evli Finland Select Fund 590,000 0.8 0.8
Paasikivi Jukka 588,173 0.8 0.8
Paasikivi Pertti 558,888 0.8 0.8
Others 40,332,577 55.1 55.5
Total 72,675,994 99.3 100.0
Own shares held by the company 530,950 0.7 -
Grand total 73,206,944 100.0 100.0
Nominee registered shares on 31 December 2022
Skandinaviska Enskilda Banken Ab (publ) Helsinki Branch 17,199,612 23.5 23.7
Citibank Europe Plc 2,669,396 3.6 3.7
Clearstream Banking S.A. 791,061 1.1 1.1
Others 300,577 0.4 0.4
Total 20,960,646 28.6 28.8
Category No. of shares % of shares
Private non-financial corporations 21,788,299 29.8
Public non-financial corporations 80 0.0
Financial and insurance corporations 8,576,188 11.7
General government 6,379,237 8.7
Non-profit institutions 2,519,698 3.4
Households 12,882,125 17.6
Foreign (including nominee registrations) 21,061,317 28.8
Other (joint account) 0 0.0
Total 73,206,944 100.0
Shares per shareholder
No. of shares,
total
% of share
capital
No. of
shareholders
% of
shareholders
1-100 435,205 0.6 8,753 40.63
101-1,000 3,974,828 5.4 10,395 48.25
1,001-10,000 5,764,116 7.9 2,198 10.20
10,001-100,000 4,825,580 6.6 164 0.76
100,001-1,000,000 10,881,037 14.9 27 0.13
1,000,001- 47,326,178 64.6 7 0.03
Total 73,206,944 100.0 21,544 100.0
Date
Share
capital, euro
Number of
shares
2022 31 Dec 146,446,888 73,206,944
2021 31 Dec 146,446,888 73,206,944
2020 31 Dec 146,446,888 73,206,944
2019 31 Dec 146,446,888 73,206,944
2018 31 Dec 146,446,888 73,206,944
Shares and shareholders
The volume of Uponor shares traded on the NASDAQ OMX Helsinki Exchange in 2022 totalled 20,548,710, valued at €333.2 million. The share closed at € 16.61
and the market capitalisation came to €1,216.0 million. The year-end number of shareholders totalled 21,544. Foreign ownership in the company accounted
for 28.8 (29.4) per cent.
Major shareholders on 31 December 2022
Shareholders by category on 31 December 2021
Shareholders by size of holding on 31 December 2022
Share capital development 2018 - 2022
The maximum number of votes which may be cast at the Annual General Meeting is 72,675,994 (status on 31 December 2022).
At the end of the financial period the company held a total of 530,950 own shares corresponding to the same number of votes. These shares do not entitle
to vote in the Annual General Meeting.
The Paasikivi family has shareholdings directly and through Oras Invest Ltd totalling 28.6 (27.8) per cent.
Consolidated statement of comprehensive income
M€ | Note | 2022 | % | 2021 | % |
Net sales | 2 | 100.0 | 100.0 | ||
Cost of goods sold | 63.6 | 63.1 | |||
Gross profit | 36.4 | 36.9 | |||
Other operating income | 4 | 0.1 | 0.1 | ||
Dispatching and warehousing expenses | 2.8 | 2.4 | |||
Sales and marketing expenses | 15.4 | 15.3 | |||
Administration expenses | 6.0 | 5.9 | |||
Other operating expenses | 4 | 2.5 | 1.6 | ||
Expenses | 26.7 | 25.2 | |||
Operating profit | 2 | 9.8 | 11.7 | ||
Financial income | 7 | 2.1 | 1.3 | ||
Financial expenses | 7 | 2.2 | 1.9 | ||
Share of result in associated companies and joint ventures | 0.0 | - | -0.5 | ||
Profit before taxes | 9.7 | 10.6 | |||
Income taxes | 8 | 2.7 | 2.8 | ||
Profit for the period | 7.0 | 7.9 |
M€ | Note | 2022 | % | 2021 | % |
| Other comprehensive income | |||||
| Items that will not be reclassified subsequently to profit or loss: | |||||
Re-measurements on defined benefit pensions, net of taxes | |||||
| Items that may be reclassified subsequently to profit or loss: | |||||
Translation differences | - | ||||
Cash flow hedges, net of taxes | |||||
Other comprehensive income for the period, net of taxes | |||||
Total comprehensive income for the period | |||||
Profit for the period attributable to Equity holders of parent company | |||||
Non-controlling interest | |||||
Total comperensive income for the period attributable to Equity holders of parent company | |||||
Non-controlling interest | |||||
Earnings per share, € | 9 | ||||
Diluted earnings per share, € |
Consolidated financial statements (IFRS)
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Consolidated balance sheet
M€ | Note | 31 Dec 2022 | % | 31 Dec 2021 | % |
| ASSETS | |||||
| Non-current assets | |||||
| Intangible assets | |||||
Intangible rights | |||||
Goodwill | |||||
Customer relationship value | |||||
Other intangible assets | |||||
Investment in progress | |||||
Total intangible assets | 10 | 11.5 | 11.7 | ||
| Property, plant and equipment | |||||
Land and water areas | |||||
Buildings and structures | |||||
Machinery and equipment | |||||
Other tangible assets | |||||
Construction work in progress | |||||
| Total property, plant and equipment | 11 | 31.4 | 30.5 | ||
| Securities and long-term investments | |||||
Investments in associated companies and joint ventures | 13 | ||||
Other securities and non-current receivables | 14 | ||||
Total securities and long-term investments | 0.5 | 0.7 | |||
Deferred tax assets | 19 | 1.8 | 1.6 | ||
Total non-current assets | 45.2 | 44.6 |
M€ | Note | 31 Dec 2022 | % | 31 Dec 2021 | % |
| Current assets | |||||
Inventories | 15 | 22.7 | 18.0 | ||
| Current receivables | |||||
Accounts receivable | |||||
Current income tax receivables | |||||
Accruals | |||||
Other receivables | |||||
Total current receivables | 16 | 25.2 | 27.2 | ||
Cash and cash equivalents | 17 | 6.8 | 10.1 | ||
Total current assets | 54.7 | 55.4 | |||
Assets held for sale | 3 | ||||
Total assets | 100.0 | 100.0 |
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M€ | Note | 31 Dec 2022 | % | 31 Dec 2021 | % |
| EQUITY AND LIABILITIES | |||||
Equity attributable to the owners of the parent company | 18 | ||||
Share capital | |||||
Share premium | |||||
Other reserves | |||||
Translation reserve | - | - | |||
Retained earnings | |||||
Treasury shares | - | - | |||
Total equity attributable to the owners of the parent company | 47.5 | 42.9 | |||
Non-controlling interest | 30 | ||||
Total equity | 55.1 | 50.0 | |||
| Liabilities | |||||
| Non-current liabilities | |||||
Interest-bearing liabilities | 22, 23 | ||||
Employee benefit obligations | 20 | ||||
Provisions | 21 | ||||
Deferred tax liabilities | 19 | ||||
Total non-current liabilities | 16.1 | 16.6 |
M€ | Note | 31 Dec 2022 | % | 31 Dec 2021 | % |
| Current liabilities | |||||
Interest bearing liabilities | 22, 23 | ||||
Accounts payable | |||||
Current income tax liability | |||||
Provisions | 21 | ||||
Other current liabilities | 24 | ||||
Total current liabilities | 28.6 | 33.4 | |||
Total liabilities | 44.8 | 50.0 | |||
Liabilities related to assets held for sale | 3 | ||||
Total equity and liabilities | 100.0 | 100.0 |
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Consolidated cash flow statement
M€ | Note | 2022 | 2021 |
| Cash flow from operations | |||
| Net cash from operations | |||
Profit for the period | |||
| Adjustments for: | |||
Depreciation | |||
Dividend income | - | - | |
Income taxes | |||
Interest income | - | - | |
Interest expense | |||
Sales gains/losses from the sale of businesses and fixed assets | - | ||
Share of profit in associated companies and joint ventures | - | ||
Other cash flow adjustments | - | ||
Net cash from operations | |||
| Change in net working capital | |||
Receivables | - | ||
Inventories | - | - | |
Non-interest-bearing liabilities | - | ||
| Change in net working capital | - | - | |
Income taxes paid | - | - | |
Interests paid | - | - | |
Interests received | |||
Cash flow from operations |
M€ | Note | 2022 | 2021 |
| Cash flow from investments | |||
Acquisition of subsidiaries and businesses | 3 | - | |
Purchase of other shares | - | ||
Purchase of fixed assets | - | - | |
Proceeds from sale of other shares | |||
Proceeds from sale of fixed assets | |||
Dividends received | |||
Loans granted and repayments | - | ||
| Cash flow from investments | - | - | |
Cash flow before financing | |||
| Cash flow from financing | |||
Borrowings of debt | |||
Repayments of debt | - | - | |
Change in other short term debt | - | ||
Dividends paid | - | - | |
Purchase of own shares | - | ||
Payment of lease liabilities | - | - | |
| Cash flow from financing | - | - | |
Conversion differences for cash and cash equivalents | |||
Change in cash and cash equivalents | - | - | |
Cash and cash equivalents at 1 January | |||
Cash classified as assets held for sale | 3 | - | |
Cash and cash equivalents at 31 December | |||
Changes according to balance sheet | 17 | - | - |
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| Equity | |||||||||||
| attributable | |||||||||||
| to the owners | |||||||||||
| Unrestricted | Translation | Retained | of the parent | Non-controlling | |||||||
M€ | Share capital | Share premium | Other reserves | equity | Hedge reserve | Treasury shares | reserve | earnings | company | interest | Total equity |
| 2022 | |||||||||||
Balance at 1 January | - | - | |||||||||
Profit for the period | |||||||||||
Other comprehensive income for the period | - | - | |||||||||
Dividend paid | - | - | - | - | |||||||
Share based incentive plan | - | ||||||||||
Acquisition of own shares | |||||||||||
Balance at 31 December | - | - | |||||||||
| 2021 | |||||||||||
Balance at 1 January | - | - | - | ||||||||
Profit for the period | |||||||||||
Other comprehensive income for the period | - | ||||||||||
Dividend paid | - | - | - | - | |||||||
Share based incentive plan | |||||||||||
Acquisition of own shares | - | - | - | ||||||||
Balance at 31 December | - | - | |||||||||
For further information see note 18.
Consolidated statement of changes in shareholders’ equity
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Notes to the consolidated
financial statements
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New and amended IFRS standards and interpretations that are effective for the year 2022
The following new or revised IFRS standards have been adopted from 1 January 2022 in these consolidated financial
statements
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets (effective for financial years beginning on or after 1 January 2022). When an onerous contract is
accounted for based on the costs of fulfilling the contract, the amendments clarify that these costs comprise both the
incremental costs and an allocation of other direct costs.
Annual Improvements to IFRS Standards 2018–2020 (effective for financial years beginning on or after 1 January 2022).
The annual improvements process provides a mechanism for minor and non-urgent amendments to IFRSs to be grouped
together and issued in one package annually. The amendments clarify the following standards:
- IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time adopter: This
amendment simplifies the application of IFRS 1 for a subsidiary that becomes a first-time adopter later than its parent. A
subsidiary may elect to measure cumulative translation differences at amounts included in the consolidated financial
statements of the parent.
- IFRS 9 Financial Instruments – Fees in the ‘10 per cent’ test for derecognition of financial liabilities: This amendment
clarifies that – for the purpose of performing the ‘’10 per cent test’ for derecognition of financial liabilities – in determining
those fees paid net of fees received, a borrower includes only fees paid or received between the borrower and the lender,
including fees paid or received by either the borrower or lender on the other’s behalf.
- IFRS 16 Leases – Lease incentives – Example 13. The amendment removes the illustration of payments from the lessor
relating to leasehold improvements. The example was not clear as to why such payments are not a lease incentive.
Property, Plant and Equipment — Proceeds before Intended Use – Amendments to IAS 16 Property, Plant and Equipment
(effective for financial years beginning on or after 1 January 2022). Under the amendments, proceeds from selling items
before the related item of PPE is available for use should be recognized in profit or loss, together with the costs of producing
those items.
Reference to the Conceptual Framework — Amendments to IFRS 3 Business Combinations (effective for financial years
beginning on or after 1 January 2022). The amendments update a reference in IFRS 3 and made further reference related
amendments.
Adoption of the changes listed above did not have a material impact on the financial statements of the Group.
New and revised IFRS standards in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS
standards that have been issued but are not yet effective. The Group does not expect that the adoption of the Standards
listed below will have a material impact on the financial statements of the Group in future periods, except as noted below:
IFRS 17 Insurance Contracts, including Amendments Initial Application of IFRS 17 and IFRS 9 – Comparative Information
(effective for financial years beginning on or after 1 January 2023, early application permitted for companies that also apply
IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers). The new standard for insurance contracts
will help investors and others better understand insurers’ risk exposure, profitability and financial position. This standard
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replaces IFRS 4 standard. The amendments to IFRS 17 alleviate mismatches in comparative information arising from the
different transition requirements of IFRS 9 and IFRS 17. The amendments also allow the comparative information about
financial assets to be presented in a manner that is more consistent with the requirements in IFRS 9 Financial Instruments.
Classification of Liabilities as Current or Non-current - Amendments to IAS 1 Presentation of Financial Statements*
(effective for financial years beginning on or after 1 January 2023, early application is permitted). The amendments are to
promote consistency in application and clarify the requirements on determining if a liability is current or non-current.
Disclosure of Accounting Policies – Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2 Making Materiality Judgements (effective for financial years beginning on or after 1 January 2023, early
application is permitted). The amendments clarify the application of materiality to disclosure of accounting policies.
Definition of Accounting Estimates – Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors* (effective for financial years beginning on or after 1 January 2023, early application is permitted). The amendments
clarify how companies should distinguish changes in accounting policies from changes in accounting estimates, with a
primary focus on the definition of and clarifications on accounting estimates.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 Income Taxes
(effective for financial years beginning on or after 1 January 2023, early application is permitted). The amendments narrow
the initial recognition exemption (IRE) and clarify that the exemption does not apply to transactions such as leases and
decommissioning obligations which give rise to equal and offsetting temporary differences.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases* (effective for financial years beginning on or
after 1 January 2024, early application is permitted). The amendments introduce a new accounting model for variable
payments and will require seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered into
since 2019.
Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of Financial Statements* (effective for
financial years beginning on or after 1 January 2024, early application is permitted). The amendments specify that
covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current
at the reporting date. The amendments require to disclose information about these covenants in the notes to the financial
statements.
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10
Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures* (available for optional
adoption, effective date deferred indefinitely). The amendments address the conflict between the existing guidance on
consolidation and equity accounting and require the full gain to be recognised when the assets transferred meet the
definition of a ‘business’ under IFRS 3 Business Combinations.
= not yet endorsed for use by the European Union as of 31 December 2022
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2. Segment information
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2022
M€
Building
Solutions –
Europe
Building
Solutions –
North America
Uponor Infra
Others
Eliminations
Uponor Group
Net sales, external 596.2 479.8 310.2 - - 1,386.2
Net sales, internal 3.0 - 2.6 - -5.6 -
Net sales, total 599.2 479.8 312.8 - -5.6 1,386.2
Operating profit 44.0 77.5 23.1 -8.2 -0.9 135.5
Operating profit, % 7.3 16.2 7.4 9.8
Financial income 29.1
Financial expenses 30.0
Share of result in associated companies and joint ventures 0.4
Income taxes 37.4
Profit for the period 97.5
Assets 514.5 355.0 205.1 390.2 -494.9 969.8
Liabilities
Total liabilities for reportable segments 384.3 234.0 54.1 279.6 -517.9 434.0
Equity 534.7
Total shareholders' equity and liabilities 969.8
Investments 13.4 25.7 8.3 3.1 0.0 50.5
Depreciation and impairment 22.7 19.5 10.7 1.6 0.0 54.5
Personnel, average 2,192 1,036 850 136 - 4,214
2021
M€
Building
Solutions –
Europe
Building
Solutions –
North America
Uponor Infra
Others
Eliminations
Uponor Group
Net sales, external 562.7 467.5 283.0 - - 1,313.2
Net sales, internal 1.5 - 3.8 - -5.3 -
Net sales, total 564.2 467.5 286.8 - -5.3 1,313.2
Operating profit 65.9 84.5 16.2 -9.5 -3.0 154.1
Operating profit, % 11.7 18.1 5.6 11.7
Financial income 17.2
Financial expenses 25.1
Share of result in associated companies and joint ventures -6.4
Income taxes 36.4
Profit for the period 103.4
Assets 490.8 321.4 219.5 384.6 -449.1 967.2
Liabilities
Total liabilities for reportable segments 379.6 242.2 76.9 258.6 -473.5 483.9
Equity 483.4
Total shareholders' equity and liabilities 967.2
Investments 16.1 18.6 8.9 2.4 -0.5 45.5
Depreciation and impairment 19.1 18.1 10.5 1.4 0.0 49.1
Personnel, average 1,900 999 845 126 - 3,871
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3. Business acquisitions and disposals
Acquisitions 2022
No acquisitions were done in 2022.
Acquisitions 2021
On 29 October 2021, Uponor announced that the company had completed the acquisition of all outstanding shares in
Capricorn S.A. from its owners. Capricorn is a Polish manufacturer of components for heating and sanitary installations. In
Poland. This acquisition aims at broadening Uponor’s portfolio as Capricorn’s portfolio complements well existing radiant
heating and cooling product range, and their location offers a strategic extension to manufacturing footprint in Eastern
Europe. The new company is included in the division Building Solutions - Europe.
The consideration paid of €21.2 million represents the entire determined fair value of the company. The estimate was
done by applying an income approach and a market approach. The goodwill of €10.0 million arising from the acquisition
consists largely of attainable synergies, such as those involving international growth, product portfolio, and cross selling.
Acquisition related costs amounted to €1.0 million, of which €0.8 were included in administration expenses and €0.2
in other operative expenses in the consolidated statement of comprehensive income for the reporting period ended 31
December 2021.
Capricorn S.A. was included in the consolidated statement of comprehensive income as of 1 November 2021, contributed
a total of €3.7 million in net sales and -€0.4 million in profit for the period.
M€ 2021
Recognised amounts of identifiable net assets acquired and liabilities assumed
Property, plant and equipment 11.8
Intangible assets 6.9
Inventories 3.9
Accounts receivable and other receivables 5.4
Cash and cash equivalents 0.8
Total assets 28.8
Non-current interest-bearing liabilities 8.5
Deferred tax liability 1.3
Current interest-bearing liabilities 1.9
Accounts payable and other current liabilities 5.9
Total liabilities 17.5
Net assets 11.2
M€ 2021
Consideration 21.2
Acquired net assets -11.2
Goodwill 10.0
M€ 2021
Cash flow effect
Acquisition cost 21.2
Received in cash and cash equivalents -0.8
Cash flow effect 20.4
Disposals 2022 and 2021
No divestments were done in 2022 or 2021.
Assets held for sale
In 2022, Uponor reclassified its Russian operations as assets held for sale and made a 11.2 million write down of net assets
related to the operations. The sale process is still in progress.
M€ 2022 2021
Assets held for sale
Non-current assets 3.4 -
Inventories 4.6 -
Current receivables 1.3 -
Cash and cash equivalents 3.4 -
Total assets 1.5 -
M€ 2022 2021
Liabilities related to assets held for sale
Non-current liabilities 0.1 -
Current liabilities 1.1 -
Total liabilities 1.1 -
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5. Employee benefits
M€ 2022 2021
Short-term employee benefits:
- Salaries and bonuses 235.5 219.6
- Other social costs 44.0 39.5
Post-employment benefits:
- Pension expenses - defined contribution plans 12.9 13.3
- Pension expenses - defined benefit plans 0.2 0.2
Termination benefit expenses 1.3 2.0
Share based payments
- Cash settled share-based payment expenses 1.3 0.3
- Equity settled share-based payment expenses 1.9 4.0
Total 297.2 278.8
In 2022 and 2021, termination benefit expenses mainly consist of expenses related to operational excellence programme
and management compensation. Information on the management’s employee benefits is presented in note 31 Related
party transactions.
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9. Earnings per share
M€ 2022 2021
Current year and previous years taxes
For the financial period 41.0 40.1
For previous financial periods 1.5 -0.8
Change in deferred taxes -5.1 -3.0
Total 37.4 36.4
Tax reconciliation
Profit before taxes 134.9 139.8
Computed tax at Finnish statutory rate (20%) 27.0 28.0
Difference between Finnish and foreign rates 6.3 6.0
Non-deductible expenses 3.7 1.5
Tax exempt income -0.8 -0.2
Utilisation of previously unrecognised tax losses -0.3 -0.6
Unrecognised deferred tax assets on losses 1.2 2.1
Change in tax legislation 0.0 -0.1
Taxes from previous years 1.5 -0.8
Other items -1.3 0.5
Total 37.4 36.4
Effective tax rate, % 27.7 26.0
2022 2021
Profit for the period, M€ 97.5 103.4
Profit for the period attributable to equity holders of parent company, M€ 88.0 96.9
Shares, in thousands
Diluted weighted average number of shares 72,654 73,021
Basic earnings per share, € 1.21 1.33
Diluted earnings per share, € 1.21 1.33
M€ Before taxes Tax effect Net of taxes
2022
Cash flow hedges 5.4 -1.1 4.3
Re-measurements on defined benefit pensions 3.2 -0.8 2.4
Translation differences -1.7 0.0 -1.7
Total 6.9 -1.9 5.0
2021
Cash flow hedges 3.2 -0.5 2.6
Re-measurements on defined benefit pensions 0.5 -0.1 0.4
Translation differences 7.1 0.0 7.1
Total 10.8 -0.6 10.1
Taxes relating to other comprehensive income
8. Income taxes
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11. Property, plant and equipment
2022
M€
Land and water
areas
Buildings and
structures
Machinery and
equipment
Other tangible
assets
Construction
work in
progress
Property, plant
and equipment
Acquisition costs 1 Jan 18.5 200.9 469.8 90.1 33.6 812.9
Reclassified as held for sale -0.1 -3.6 -1.9 -1.3 0.0 -6.9
Translation difference 0.2 2.5 2.8 0.5 0.4 6.4
Increases 0.1 13.7 17.9 5.2 23.9 60.7
Decreases 0.0 -3.8 -3.2 -6.4 0.0 -13.4
Transfers between items 0.6 2.2 9.4 0.7 -12.9 0.0
Acquisition costs 31 Dec 19.2 211.8 494.9 88.8 45.1
859.8
Accumulated depreciations and impairments 1 Jan 3.5 99.1 345.5 69.3 - 517.4
Reclassified as held for sale - -0.9 -1.4 -1.2 - -3.5
Translation difference 0.0 0.3 1.7 0.5 - 2.5
Acc. depreciation on disposals and transfers 0.0 -2.6 -2.6 -5.5 - -10.7
Depreciation for the financial period 0.2 12.2 28.3 8.2 - 48.9
Impairments - 0.2 0.1 0.1 - 0.4
Accumulated depreciations and impairments 31 Dec 3.6 108.4 371.6 71.5 - 555.0
Book value 31 December 15.6 103.4 123.3 17.3 45.1 304.7
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15. Inventories
M€ 2022 2021
Raw materials and consumables 44.1 37.1
Semifinished products 34.5 27.2
Total 220.3 174.4
Based on the FIFO principle, inventories are valued at the lower of cost or net realisable value. During the year, inventories
were scrapped or written down by €15.1 (14.1) million.
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17. Cash and cash equivalents
M€ 2022 2021
Cash and bank deposits 62.5 89.1
Other short-term investments (1-3 months) 3.0 9.0
Total 65.5 98.1
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M€ 2022 2021
Deferred tax assets
Internal profit in inventory 0.6 0.4
Provisions 8.5 6.3
Unused tax losses 0.6 0.7
Intangible assets 7.3 8.3
Employee benefits 1.2 2.4
Derivative contracts at fair value 0.3 0.2
Other temporary differences 13.3 10.1
Total deferred tax assets 31.9 28.2
Offset against deferred tax liabilities -14.2 -12.4
Net deferred tax assets 17.8 15.9
Deferred tax liabilities
Accumulated depreciation difference and untaxed reserve 15.8 15.5
Derivative contracts at fair value 2.1 0.7
Other temporary differences 3.7 4.7
Total deferred tax liabilities 21.6 20.9
Offset against deferred tax assets -14.2 -12.4
Net deferred tax liabilities 7.4 8.5
Deferred tax assets
1 Jan
15.9 16.2
Recognised on income statement 2.7 -1.1
Recognised in comprehensive income -0.8 -0.1
Recorded in equity 0.1 -0.2
Translation difference 0.0 0.1
31 Dec 17.8 15.9
M€ 2022 2021
Deferred tax liabilities
1 Jan
8.5 9.7
Recognised on income statement -2.4 -4.0
Recognised in comprehensive income 1.0 0.5
Recorded in equity 0.3 -0.2
Translation difference -0.1 0.2
31 Dec 7.4 8.5
The Group has recognised a deferred tax asset for its net operating loss carry-forwards, which can probably be utilised
against future profits in the relevant tax jurisdictions. On 31 December 2022, the Group carried forward losses of €1.7 (2.5)
million, for which the Group has a recognised deferred tax asset. In 2022, there is a €22.8 (17.3) million of loss carry-forwards
for which no deferred tax asset has been recognised due to the uncertainty of the utilisation of these loss carry-forwards. No
significant losses expire in 2023, the unused tax losses to expire over the upcoming five years total €0.0 million.
The Group recognises deferred taxes on the undistributed earnings of non-Finnish subsidiaries, in case repatriation
would cause tax expenses. The Group recognises the deferred tax only to the extent that such earnings are not intended to
be permanently reinvested in those operations.
19. Deferred taxes
20. Employee benefit obligations
The Group has a number of pension plans covering its operations, complying with each country’s local rules and regulations.
Moreover, the Group applies defined contribution and defined benefit pension plans. Pensions are based on actuarial
calculations or actual payments to insurance companies. Independent authorised actuaries have prepared the actuarial
calculations. The discount rate for actuarial calculations is determined by the reference to market yields of high-quality
corporate bonds or government bonds. Used discount rates are country specific. Pension benefits are normally based on the
number of working years and salary. Most defined benefit plans are located in Germany and Sweden, constituting around
98% of the defined benefit pension liability in the Group’s balance sheet. Defined benefit plans in Germany and Sweden are
unfunded and relate to pensions. These plans are closed for new entrants. Currently pensions are accrued according to
defined contribution plans.
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M€ 2022 2021
Post-employment benefit obligations:
- Defined benefit plans 13.5 18.1
Other long-term employee benefit liability 1.3 1.5
Total 14.8 19.6
Defined benefit obligations
M€ 2022 2021
Reconciliation of assets and liabilities recognised in the balance sheet
Defined benefit obligation 13.5 18.1
Net liability in the balance sheet
13.5 18.1
Expenses recognised in the income statement
Current service costs 0.0 0.1
Net interest costs 0.2 0.2
Total
0.2 0.2
Expenses recognised in the income statement by function
Cost of goods sold 0.1 0.1
Dispatching and warehousing 0.0 0.0
Sales and marketing 0.1 0.1
Administration 0.0 0.0
Total
0.2 0.2
M€ 2022 2021
Movements in obligation
Obligation at 1 Jan 18.1 19.5
Service cost 0.0 0.1
Interest expense 0.1 0.1
Remeasurements -3.2 -0.5
Conversion difference -0.5 -0.2
Benefit payments -1.0 -0.9
Obligation at 31 Dec 13.5 18.1
M€ 2022 2021
Movements in fair value of plan assets
Fair value of plan assets at 1 Jan - -
Contributions by employer 1.0 0.9
Benefit payments -1.0 -0.9
Fair value of plan assets at 31 Dec -
-
Defined benefit obligation and fair value of plan assets by countries
Germany Sweden Other countries
M€ 2022 2021 2022 2021 2022 2021
Defined benefit obligation 8.5 11.0 4.8 6.8 0.2 0.3
Net liability (asset) 8.5 11.0 4.8 6.8 0.2 0.3
Principal actuarial assumptions
Germany Sweden Other countries
2022 2021 2022 2021 2022 2021
Discount rate, % 4.0 1.0 4.0 1.6 4.0 1.0
Expected rate of salary increase, % 3.5 3.0 n/a n/a n/a n/a
Expected rate of pension increase, % 2.0 1.7 2.0 1.8 n/a n/a
Sensitivity analysis of discount rate Effect on amount of liability
Increase of 0.5% Decrease of 6% on average
Decrease of 0.5% Increase of 7% on average
The Group expects to contribute €1.0 million to its defined benefit pension plans in 2023.
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21. Provisions
M€
2022
Guarantee
and warranty
obligations
Environmental
obligations
Restructuring
Other
provisions
Total
Provisions at 1 Jan 29.3 2.0 1.8 10.1 43.2
Translation difference 1.2 - - 0.0 1.3
Additional provisions 21.7 - 0.6 5.9 28.3
Utilised provisions -15.7 - -1.8 -1.5 -18.9
Unused amounts reversed 0.0 - 0.0 -2.0 -2.0
Provisions at 31 Dec 36.6 2.0 0.6 12.6 51.9
Current provisions 8.1 0.2 0.6 12.1 21.0
Non-current provisions 28.5 1.9 - 0.5 30.9
Total 36.6 2.0 0.6 12.6 51.9
vary from country to country, depending on local legislation and commercial practices.
In autumn 2021, certain product-related lawsuits with class allegations were filed against Uponor in two states in North
America. Uponor has been successful thus far in its defence of the cases, which are essentially identical, but they remain
in their early stages. As such it remains uncertain if the classes will be certified and what impact, if any, the lawsuits will
have on Uponor. Uponor mitigates its product liability-related risks through local and centralised insurance programmes
at Group level.
In September 2022, the Finnish Competition and Consumer Authority (FCCA) proposed that the Market Court would
impose competition infringement fines to its subsidiaries Uponor Infra Oy (€8.5 million) and Uponor Suomi Oy (€5.0
million) concerning alleged violations of the Competition Act. As the process is in its early stages, and Uponor deems the
claims to be without foundation, no provisions have been made.
At period end, the environmental provision relating to the divested Finnish real estate business in 2004 was €2.0 (2.0)
million.
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23. Lease liabilities
The carrying amounts of lease liabilities, movements during the period, as well as maturity analysis of lease liabilities are
presented in note 22 Interest-bearing liabilities. The contractual maturity is presented in note 26 Financial risk management.
The right-of-use assets are included in the balance sheet under property, plant and equipment. The carrying amounts
of right-of-use assets recognised and the movements during the period are presented in note 11 Property, plant and
equipment.
Relating to the lease contracts, the following are the amounts recognised in profit or loss:
M€ 2022 2021
Depreciation expenses 13.7 12.8
Interest expenses 1.4 1.1
Expenses relating to short-term leases 0.3 0.2
Expenses relating to low-value assets 0.3 0.5
Expenses relating to other components of lease expenses not included in the
measurement of the lease liability 2.2 1.9
The majority of the expenditure related to lease payments is presented in the cash flow from financing activities. In 2022,
Uponor had total cash outflows for leases of €14.6 (€14.4) million, which included €1.4 (1.1) million in interest expenses.
The future cash flows relating to lease contracts signed, but with starting date on 1 January 2023 or later and are thus not
included in the lease liabilities and the right-of-use assets as of 31 December 2022, amount to €7.5 million.
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26. Financial risk management
Financial risk management aims to ensure Uponor Group’s sufficient liquidity in a cost-efficient manner and to minimise
any adverse effects on the Group’s financial performance caused by uncertainties in the financial markets. The general
operating principles of financial risk management are defined in the Group Treasury Finance policy, approved by the Board.
At practical level Group’s Treasury activities are governed by Treasury Committee. Treasury Committee is chaired
by the Group CFO, and its other members are the Group’s President and CEO and Vice President, Treasury. The Treasury
Committee is responsible for steering and supervising practical financial risk management. For the purposes of risk
management, Uponor uses only such financial instruments whose market value and risk profile can be monitored reliably
and continuously, and which are tradable. Hedging transactions related to, for instance instrument, foreign currency, interest
rate, liquidity and counterparty risks, are carried out in accordance with the Group Hedging Policy.
The management of financial risk is centralised into parent company and Group Treasury, which also operates as the
Group’s internal bank. Group Treasury’s financial risk management duties include identifying, assessing and covering the
Group’s financial risks. The Treasury is also responsible for external market transactions related to financial assets and risk
management. Providing Group companies with consultation and services within financing belongs to the scope of Group
Treasury as well.
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28. Capital management
The purpose of the Group’s capital management is to create an efficient capital structure in order to ensure normal
operational preconditions and growth opportunities and, thereby, to increase long-term shareholder return.
In addition to investment decisions, dividend distribution is a key factor affecting the capital structure. As one of its
long-term financial targets, the company strives for a growing annual dividend payout.
The Group’s capital structure developments are monitored by means of gearing. Gearing is calculated by dividing net
interest-bearing liabilities by total equity. Net interest-bearing liabilities include interest-bearing liabilities less cash and
cash equivalents. The Group’s target is to keep its average gearing between 40 and 80 per cent across quarters. In 2022,
gearing average across quarters was 13.1 (1.7) per cent.
M€ 2022 2021
Interest-bearing liabilities 114.0 119.0
Cash and cash equivalent 65.5 98.1
Net interest-bearing liabilities 48.5 20.9
Total equity 534.7 483.4
Gearing, % 9.1 4.3
Gearing across quarters, % 13.1 1.7
Group’s financial agreements include typical covenant clauses regarding the gearing and interest cover ratio. The realised
ratio levels have clearly fulfilled the covenant clauses.
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29. Management incentive schemes and share-based payments
During the financial year 2022 Uponor’s share-based plans had the earning periods 2019-2021, 2020–2022, 2021–2023 and
2022–2024 in operation. Under the LTI programme, and subject to the decision of the Board of Directors, a new LTI plan
commences annually. In December, the Board decided on a new share-based plan for the performance period 2023–2025
but no costs were recognised in 2022. In the plans Uponor shares can be earned on the basis of performance criteria set
for the performance period. The purpose of the plans is to retain key management, as well as to motivate and reward the
management for good performance that supports the Group’s profitability and the implementation of the Group’s strategy.
The targets for the earning periods until 2021-2023 are mainly based on consolidated three-year cumulative Net Sales and
three-year EBITDA or EBITDA-based intrinsic value. The targets for the plan launched in 2022-2024 are mainly based on
consolidated three-year EBITDA or EBITDA-based intrinsic value and CO2 emissions. Key characteristics and terms of Uponor
share-based plans are listed in the table below. The amounts include the cash portion intended for taxes arising from the
reward to the participant.
Performance Share Plan
2020-2022 2021-2023 2022-2024
Maximum amount, pcs 600,000 600,000 450,000
Launch date 16.12.2019 15.12.2020 15.12.2021
Start of the earning period 1.1.2020 1.1.2021 1.1.2022
Vesting date 30.4.2023 30.4.2024 30.4.2025
Maximum contractual life, yrs 3.3 3.3 3.3
Remaining contractual life, yrs 0.3 1.3 2.3
Number of persons at the end of the reporting year 32 36 43
Payment method Shares and cash Shares and cash Shares and cash
Maximum amount outstanding at the end of the period 348,080 316,544 322,793
The fair value of share-based incentives have been determined at grant date and is expensed until vesting. The pricing of
the share-based incentives granted during the period was determined by the following inputs and share-based incentives
had the following effect:
30. Interests in subsidiaries and non-controlling interests
Subsidiaries are listed in the note 31 Related party transactions.
Uponor Corporation’s subsidiary Uponor Infra Oy has material non-controlling interest as a result of its ownership
structure. Uponor Corporation has control in Uponor Infra Oy through the 55.3 per cent direct ownership and the voting
ownership in Uponor Infra Oy. Uponor Infra Oy is a parent company of a subgroup and its consolidated financials are
presented below. The structure of this subgroup is presented in the list of subsidiaries.
Financial information on subsidiaries, which has significant non-controlling interest
Non-controlling
interest, proportion of
ownership
Profit for the period
attributable to interest,
M€
Equity attributable
to non-controlling
interest, M€
Location 2022 2021 2022 2021 2022 2021
Uponor Infra Oy Finland, Helsinki 44.7% 44.7% 9.5 6.5 73.9 68.7
Valuation parameters for instruments granted during period
Share price at grant, € 16.81
Expected dividends per year, € 1.68
Fair value per share, € 15.13
Effect of Share-based Incentives on the result and financial position during the period
M€ 2022 2021
Expenses for the financial year, share-based payments, equity-settled 2.0 4.0
Liabilities arising from share-based payments 31 December 0.2 0.3
Estimated amount of taxes to be paid in the plans 31 December 5.6 9.4
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Financial information on Uponor Infra Oy’s consolidated financial statements:
M€ 2022 2021
Net sales 312.8 286.8
Profit for the period 21.2 14.6
Total comprehensive income for the period 17.6 14.2
Profit for the period 21.2 14.6
- Equity holders of parent company 11.7 8.1
- Non-controlling interest 9.5 6.5
Total comprehensive income for the period 17.6 14.2
- Equity holders of parent company 9.7 7.9
- Non-controlling interest 7.9 6.4
Non-current assets 67.5 68.8
Current assets 144.2 152.8
Shareholders equity 155.9 144.2
Non-current liabilities 5.7 5.5
Current liabilities 50.2 71.9
Cash flow from operations 20.8 13.2
Cash flow from investments -8.2 -8.7
Cash flow from financing -13.8 -4.7
Total cash flow -1.2 -0.2
In 2022, Uponor Infra Oy paid €6.0 (6.0) million dividend to its owners.
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Associated companies
Name Country and domicile
Punitec GmbH & Co. KG (36%) Germany, Gochsheim
Punitec Verwaltungs GmbH (36%) Germany, Gochsheim
32. Events after the balance sheet date
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Parent company income statement
Parent company financial
statements (FAS)
M€ Note 2022 2021
Net turnover
2 30.4 27.8
Staff expenses 4 14.5 15.1
Depreciation, amortization and reduction in value 5 0.7 0.6
Other operating expenses 3 25.1 22.1
Operating loss
-9.8 -10.0
Financial income and expenses 6 35.4 79.3
Profit before appropriations and taxes
25.6 69.3
Appropriations 7 0.0 0.2
Income taxes 8 0.3 -0.1
Profit for the period
25.9 69.4
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Parent company balance sheet
M€ Note 31 Dec 2022 31 Dec 2021
ASSETS
Non-current assets
Intangible assets
Intangible rights 6.5 3.9
Total intangible assets 9 6.5 3.9
Tangible assets
Machinery and equipment 0.1 0.1
Total tangible assets 9 0.1 0.1
Non-current investments
Shares in subsidiaries 276.6 276.5
Other shares and holdings 0.0 0.0
Loan receivables 166.0 213.8
Total non-current investments 10 442.6 490.3
Total non-current assets
449.1 494.4
Current assets
Non-current receivables
Deferred tax assets 0.3 0.3
Total non-current receivables 11 0.3 0.3
Current receivables
Accounts receivable 6.1 3.7
Loan receivables 115.4 51.9
Prepayments and accrued income 2.5 2.9
Deferred tax assets 0.2 0.0
Other receivables 36.0 21.7
Total current receivables 12 160.3 80.2
Cash and cash equivalents 53.6 82.3
Total current assets 214.1 162.8
M€ Note 31 Dec 2022 31 Dec 2021
LIABILITIES AND SHAREHOLDERS’S EQUITY
Shareholders' equity
Share capital 146.4 146.4
Share premium 50.2 50.2
Unrestricted equity 0.1 0.1
Retained earnings 153.7 131.9
Profit for the period 25.9 69.4
Total shareholders' equity
13 376.3 398.1
Accumulated appropriations
Depreciation difference 0.2 0.2
Total accumulated appropriations 0.2 0.2
Provisions
14 2.4 1.5
Liabilities
Non-current liabilities
Loans from financial institutions 70.0 70.0
Total non-current liabilities
15 70.0 70.0
Current liabilities
Accounts payable 3.8 6.0
Accruals and deferred income 4.3 5.0
Other liabilities 206.3 176.4
Total current liabilities
16 214.4 187.5
Total liabilities 284.4 257.5
Total liabilities and shareholders’ equity 663.3 657.2
M€ Note 31 Dec 2022 31 Dec 2021
Total assets 663.3 657.2
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M€ 2022 2021
Cash flow from operations
Operating profit / loss -9.8 -10.0
Depreciation 0.7 0.6
Other non-cash items 0.9 3.2
Income taxes paid 0.1 -0.1
Net cash from operations -8.1 -6.3
Receivables, increase (-) / decrease (+) -14.0 -1.2
Non-interest-bearing liabilities, increase (+) / decrease (-) -6.7 -21.7
Cash pool receivables, increase (-) / decrease (+) -2.1 17.6
Cash pool payables, increase (+) / decrease (-) 21.0 -1.1
Change in working capital -1.9 -6.4
Dividends received 32.1 77.0
Cash flow from operations 22.1 64.3
Cash flow from investments
Purchase of fixed assets -3.1 -1.9
Granted loans -63.2 -87.1
Loan repayments 54.9 79.4
Changes in investments in subsidiaries 0.0 -21.0
Share divestments and result of subsidiary liquidations - 0.1
Interests received 10.8 9.2
Dividends received 0.0 0.0
Cash flow from investments
-0.7 -21.3
Cash flow before financing 21.4 43.1
Parent company cash flow statement
M€ 2022 2021
Cash flow from financing
Borrowings of debt - 70.0
Repayments of debt - -100.0
Change in other short term debt - 0.0
Interests paid -2.5 -1.4
Dividends paid -48.7 -41.7
Change in treasury shares 1.0 0.4
Purchase of own shares - -10.7
Cash flow from financing
-50.1 -83.5
Change in cash and cash equivalents -28.8 -40.4
Cash and cash equivalents at 1 January 82.3 122.7
Cash and cash equivalents at 31 December 53.6 82.3
Changes according to balance sheet
-28.8 -40.4
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Notes to the parent company financial statements
1. Accounting Principles
The Parent Company’s Financial Statements have been prepared according to Generally Accepted Accounting Principles
in Finland. Uponor Group’s financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS), and the parent company observes the Group’s accounting policies whenever this has been possible.
Presented below are the accounting policies in which the practice differs from the Group’s accounting policies. In other
respects, the Group’s accounting policies are applied.
Net Sales
Parent Company’s business consists of Group functions and turnover of the service charges to the Group companies.
Income taxes
Income taxes presented in the income statement consist of accrued taxes for the financial year and tax adjustments for
prior years.
Loan arrangement fee
Loan arrangement fee has been accrued linearly to current assets.
Pension arrangements
The Company’s pension liabilities are handled through a pension insurance company. All expenses incurred in pension
benefits are recorded as expenses in the period during which the corresponding work was performed.
Financial assets, financial liabilities and derivative contracts
Derivatives are measured at their fair value, which are based on market prices on the closing day in accordance with
section 5.2 of the Finnish Accounting Act. Changes in the value of derivatives are recorded as gain or loss through profit
and loss as financial income and expenses. Changes in the fair value of different derivative groups are shown in the Note 6.
Parent company does not apply hedge accounting. Otherwise the methods of measuring derivative contracts are explained
in the section on the Group’s accounting standards. The fair values of different derivative groups are shown in the note 18.
The use of derivatives is described in the note 26 in Group notes to the consolidated financial statements.
Leases
All leasing payments have been treated as rental expenses.
Shares in group companies
The balance sheet value of shares in group companies consists of historical costs less impairments.
3. Other operating expenses
M€ 2022 2021
Income from services
- From group companies 30.4 27.8
Total 30.4 27.8
M€ 2022 2021
Auditor's fees
- Audit fees, KPMG 0.1 0.1
M€ 2022 2021
Travel expenses 0.4 0.1
Purchased services 12.2 12.2
Other 12.5 9.8
Total 25.1 22.1
2. Net turnover
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4. Staff expenses 5. Depreciations
M€ 2022 2021
Intangible assets 0.6 0.5
Tangible assets 0.1 0.1
Total 0.7 0.6
M€ 2022 2021
Salaries and bonuses 12.4 12.6
Pension expenses 1.6 2.1
Other personnel expenses 0.4 0.4
Total 14.5 15.1
During financial period company employed:
Employees, average 145 138
Salaries and emoluments paid to the President and CEO and the board of directors *)
President and CEO 0.8 2.6
Board of Directors 0.6 0.4
Total 1.4 3.0
*) specification per persons has been reported in the notes of the consolidated financial statements
Loans to company directors
At 31 December 2022, neither the President and CEO of the company nor the members of the Board of directors had loans
outstanding from the company or its subsidiaries.
President and CEO’s pension obligations
The Group has also paid defined contribution supplementary pension for the President and CEO €115,000 in 2022.
6. Financial income and expenses
M€ 2022 2021
Interest income 2.4 0.1
Intercompany interest income 10.3 9.0
Dividend income 0.0 0.0
Dividend income from subsidiaries 32.1 77.0
Interest expenses -1.4 -1.8
Intercompany interest expenses -1.8 0.0
Other financial expenses -0.1 -0.1
Impairments on non-current investments - -3.0
Gains and losses from derivatives
Realised -14.8 -8.0
Unrealised 1.5 -3.3
Exchange differences
Realised 2.0 -1.2
Unrealised 5.2 10.8
Financial income and expenses total 35.4 79.3
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7. Appropriations
M€ 2022 2021
Change in depreciation difference 0.0 0.2
Total 0.0 0.2
8. Income taxes
M€ 2022 2021
For the financial period 0.0 0.0
For previous financial periods 0.1 -0.1
Change in deferred taxes 0.2 0.0
Total 0.3 -0.1
9. Intangible and tangible assets
2022
M€
Intangible
rights
Machinery
and
equipment
Intangible
and tangible
assets
Acquisition costs 1 Jan 47.4 2.0 49.4
Increases 3.1 - 3.1
Decreases 0.2 - 0.2
Acquisition costs 31 Dec 50.4 2.0 52.4
Accumulated depreciations 1 Jan 43.5 1.9 45.4
Acc. depreciation on disposals and transfers -0.2 - -0.2
Depreciation for the financial period 0.6 0.1 0.7
Accumulated depreciations 31 Dec 43.9 1.9 45.8
Book value 31 December 6.5 0.1 6.5
2021
M€
Intangible
rights
Machinery
and
equipment
Intangible
and tangible
assets
Acquisition costs 1 Jan 45.9 2.0 47.9
Increases 1.9 - 1.9
Decreases 0.4 - 0.4
Acquisition costs 31 Dec 47.4 2.0 49.4
Accumulated depreciations 1 Jan 43.2 1.7 45.0
Acc. depreciation on disposals and transfers -0.2 - -0.2
Depreciation for the financial period 0.5 0.1 0.6
Accumulated depreciations 31 Dec 43.5 1.9 45.4
Book value 31 December 3.9 0.1 4.1
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11. Non-current receivables
M€ 2022 2021
Deferred tax assets 0.3 0.3
Total 0.3 0.3
Deferred tax asset is recorded for provisions in the balance sheet.
12. Current receivables
M€ 2022 2021
From group companies
- accounts receivable 6.1 3.7
- loan receivables 115.4 51.9
- deferred tax assets 0.2 0.0
- prepayments and accrued income 0.8 0.6
- cash pool receivables 16.6 14.5
- other receivables 3.6 1.5
Total 142.9 72.3
From external parties
- accounts receivable 0.0 0.0
- prepayments and accrued income 1.7 2.2
- other receivables 15.7 5.7
Total 17.4 7.9
Total current receivables 160.1 80.2
Prepayments and accrued income
Interest income 0.9 0.6
Others 1.6 2.2
Total 2.5 2.9
10. Non-current investments
M€ 2022 2021
Shares in subsidiaries book value 1 Jan 276.5 255.5
Increases 0.0 21.0
Shares in subsidiaries acquisition cost 31 Dec 276.6 276.5
Shares in subsidiaries book value 31 Dec 276.6 276.5
Associated companies 1 Jan - 3.1
Decreases - 3.1
Associated companies 31 Dec - -
Impairments - -3.0
Other shares and holdings 1 Jan 0.0 0.0
Decreases 0.0 -
Other shares and holdings 31 Dec 0.0 0.0
Loans receivables
- From group companies 165.8 213.5
- Others 0.2 0.2
Loan receivables total 166.0 213.8
Total 442.6 490.3
Impairments in associated company shares in 2021 were related to Phyn Oy.
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13. Changes in equity
M€ 2022 2021
Restricted equity
Share capital on 1 January 146.4 146.4
Share capital on 31 December 146.4 146.4
Share premium on 1 January 50.2 50.2
Share premium on 31 December 50.2 50.2
Total restricted equity 196.6 196.6
Unrestricted equity
Unrestricted equity 1.1. 0.1 0.1
Unrestricted equity 31.12. 0.1 0.1
Retained earnings 1 January 201.4 184.0
Dividend payments -48.7 -41.7
Treasury shares 1.0 -10.3
Retained earnings 31 December 153.7 131.9
Profit for financial period 25.92 69.4
Total unrestricted equity 179.7 201.5
Shareholders’ equity 31 December
Distributable funds
Unrestricted equity 0.1 0.1
Retained earnings 164.7 144.0
Profit for the period 25.9 69.4
Treasury shares -11.0 -12.0
Distributable funds 31 December 179.7 201.5
14. Provisions
15. Non-current liabilities
M€ 2022 2021
Other provisions 0.9 -
Environmental provision 1.5 1.5
Total 2.4 1.5
M€ 2022 2021
Loans from financial institutions 70.0 70.0
Total 70.0 70.0
M€ 2023 2024 2025 2026
Loans from financial institutions - - - 70.0
Total - - - 70.0
Maturity of non-current interest bearing liabilities
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17. Contingent liabilities
M€ 2022 2021
- on behalf of group companies
Guarantees issued 21.7 26.1
Guarantees issued 21.7 26.1
Operating lease commitments
Due within next 12 months 0.1 0.2
Due later 0.1 0.2
Total lease commitments 0.2 0.3
M€ 2022 2021
Rental lease obligations
Due within next 12 months 0.7 0.7
Due later 5.4 5.9
Total rental lease obligations 6.1 6.6
Total 28.0 33.0
M€ 2022 2021
Accrued liabilities
Staff expenses 1.9 1.8
Bonuses 1.3 1.9
Taxes 0.0 0.0
Interest 0.5 0.5
Others 0.7 0.8
Total 4.3 5.0
The parent company has fixed-term rental agreements for its premises ending on 31 March 2023 and 30 April 2023 and a
5 years fixed-term rental agreement which started 1 October 2019. In addition the parent company has agreed to 10 years
fixed-term rental agreement on premises which is estimated to start 1 April 2023.
Letter of Comfort commitments undertaken on behalf of subsidiaries are not included in the above figures.
16. Current liabilities
M€ 2022 2021
From group companies
- accounts payable 1.2 0.7
- accruals and deferred income 0.0 0.0
- cash pool payables 179.5 158.5
- other current liabilities 16.2 12.8
Total 197.0 172.1
From external parties
- accounts payable 2.6 5.3
- accruals and deferred income 4.3 5.0
- other current liabilities 10.6 5.1
Total 17.4 15.4
Total current liabilities 214.4 187.5
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18. Derivative contracts
2022 2021
M€ Nominal value
Interest derivatives:
Interest rate swaps - 50.0
Interest rate options 20.0 20.0
2022 2021
Fair value
Interest derivatives:
Interest rate swaps - -0.5
Interest rate options 1.9 0.3
2022 2021
Nominal value
Foreign currency derivatives:
Forward agreements 357.8 276.4
Intragroup forward agreements 153.8 115.6
Commodity derivatives:
Electricity derivatives 3.0 4.4
Energy (MWh) 105,216 MWh 148,968 MWh
2022 2021
Fair value
Foreign currency derivatives:
Forward agreements 0.8 -0.4
Intragroup forward agreements -0.7 0.2
Currency options, bought 1.4 0.2
Currency options, sold -0.2 -0.2
Commodity derivatives:
Electricity derivatives 8.1 2.8
Maturity of derivatives is presented in group financial statements note 26.
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Proposal of the Board of Directors
The distributable funds of the parent company, Uponor Corporation are € 179,691,273.01, of which
profit for the period is € 25,924,564.39.
The company’s financial situation has not changed materially after the closing day. The company’s
liquidity is good. The Board of Directors’ view is that the proposed profit distribution does not risk
the company’s liquidity.
Vantaa, 15
th
February 2023
Annika Paasikivi
Chair
Markus Lengauer
Deputy Chair
Michael Rauterkus
President and CEO
Johan Falk Susanne SkippariPia Aaltonen-Forsell Michael G. Marchi
SIGNATURES ON THE REVIEW BY THE BOARD OF DIRECTORS AND FINANCIAL STATEMENTS
Auditor’s report
To the Annual General Meeting of Uponor Oyj
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Uponor Oyj (business identity code 0148731-6) for the year ended 31 December
2022. The financial statements comprise the consolidated balance sheet, statement of comprehensive income, statement
of changes in equity, statement of cash flows and notes, including a summary of significant accounting policies, as well as
the parent company’ss balance sheet, income statement, statement of cash flows and notes.
In our opinion
• the consolidated financial statements give a true and fair view of the group’s financial position, financial performance
and cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU
• the financial statements give a true and fair view of the parent company’s financial performance and financial position in
accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with
statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing
practice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical requirements
that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent company and
group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have
not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services
that we have provided have been disclosed in note 4 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Materiality
The scope of our audit was influenced by our application of materiality. The materiality is determined based on our
professional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate
the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on
our assessment of the magnitude of misstatements that, individually or in aggregate, could reasonably be expected
to have influence on the economic decisions of the users of the financial statements. We have also taken into account
misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the
financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The significant risks
of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description
of key audit matters below.
We have also addressed the risk of management override of internal controls. This includes consideration of whether
there was evidence of management bias that represented a risk of material misstatement due to fraud.
This document is an English translation of the Finnish auditor’s report.
Only the Finnish version of the report is legally binding.
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The key audit matter How the matter was addressed in the audit
Valuation of goodwill (refer to accounting principles for the consolidated financial statements and note 10)
• At the end of the financial year, the group had EUR 96
million of goodwill.
• Goodwill is tested for impairment when indicators
of impairment exist, or at least annually. Goodwill
impairment testing is conducted by comparing the
carrying value with the recoverable amount using a
discounted cash flow model.
• Determining the key assumptions used in the
impairment tests requires management judgement
and estimates especially relating to long term growth,
profitability and discount rates.
• Valuation of goodwill is considered a key audit matter
due to the significant carrying values and high level of
management judgement involved.
• We assessed the impairment tests prepared by the
Company.
• Our detailed audit work with the involvement of KPMG
valuation specialists included testing the integrity of
the calculations and the technical model.
• We challenged the assumptions used by
management in respect of forecasted growth rates
and profitability as well as the appropriateness
of the discount rates used. We also validated the
assumptions used in relation to market and industry
information.
• We also evaluated the cash flows used by comparing
them to the group’s budgets, to the strategic plans
and the understanding we gained from our audit.
Furthermore, we have considered the adequacy of
the group’s disclosures in respect of the impairment
testing.
The key audit matter How the matter was addressed in the audit
Revenue recognition (refer to accounting principles for the consolidated financial statements and note 2)
• Group’s revenue is generated in multiple markets
with different contractual terms. Revenue is
composed of sales of manufactured goods and
rendering of services including project business
and water monitoring services.
• The revenue earned from the sale of goods
is recognised when the control associated
with ownership is transferred to the buyer in
accordance with the terms of delivery and
customer acceptance. Revenue for rendering of
services including project business is recognised
over time.
• In general, revenue recognition within the
group is not complex, but the large volumes
of transactions and the fact that the revenue
is generated through subsidiaries in different
countries and markets makes revenue recognition
an area of focus in the audit and is therefore
determined as a key audit matter.
• We have assessed group’s revenue recognition
principles in relation to IFRS standards and appraised
overall view on revenue recognition and compliance
with group revenue recognition principles.
• During our audit we have focused on determination of
performance obligations, timing of revenue recognition,
variable considerations in relation to rebates, returns,
and refunds including judgements made by the
management.
• We have performed testing of internal controls
related to revenue recognition as well as performed
substantive procedures such as testing of sales
agreements and year-end transactions (cut-off and
accruals).
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Responsibilities of the Board of Directors and the President and CEO for the Financial
Statements
The Board of Directors and the President and CEO are responsible for the preparation of consolidated financial statements
that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the
EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the
preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the
President and CEO are also responsible for such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the President and CEO are responsible for assessing the
parent company’s and the group’s ability to continue as going concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The financial statements are prepared using the going concern
basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is
no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of Financial Statements
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing
practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or
the group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’ and the President and CEO’s use of the going concern basis
of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the parent company or the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events so that the financial statements give
a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
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Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting on March 16, 2020, and our appointment represents a
total period of uninterrupted engagement of 3 year.
Other information
The Board of Directors and the President and CEO are responsible for the other information. The other information comprises
the report of the Board of Directors and the information included in the Annual Report, but does not include the financial
statements and our auditor’s report thereon. We have obtained the report of the Board of Directors prior to the date of this
auditor’s report, and the Annual Report is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board
of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in
accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial
statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and
regulations.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s
report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Other opinions
We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the
treatment of distributable funds is in compliance with the Limited Liability Companies Act. We support that the Board of
Directors of the parent company and the President and CEO should be discharged from liability for the financial period
audited by us.
Helsinki, 15 February 2023
KPMG OY AB
ANDERS LUNDIN
Authorised Public Accountant, KHT
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We have undertaken a reasonable assurance engagement in respect of whether the consolidated financial statements
for the year ended 31 December, 2022 included in the digital financial statements Uponor-2022-12-31-en.zip of Uponor
Corporation (Business ID 0148731-6) have been marked up with iXBRL markups in accordance with the requirements of
Article 4 of EU Delegated Regulation 2018/815 (ESEF RTS).
The Responsibility of the Board of Directors and Managing Director
The Board of Directors and Managing Director are responsible for preparing the report of the Board of Directors and
financial statements (ESEF financial statements) that comply with the requirements of ESEF RTS. This responsibility includes:
• preparation of ESEF financial statements in XHTML format in accordance with Article 3 of the ESEF RTS
• marking up the primary statements and the notes to the consolidated financial statements, and the company
identification data included in the ESEF financial statements with iXBRL tags in accordance with Article 4 of the ESEF RTS;
and
• ensuring consistency between ESEF financial statements and audited financial statements.
The Board of Directors and the Managing Director are also responsible for such internal control as they deem necessary
to prepare the ESEF financial statements in accordance with the requirements of the ESEF RTS.
Auditor’s Independence and Quality Control
We are independent of the company in accordance with the ethical requirements applicable in Finland, which apply to
the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
The auditor applies International Standard on Quality Management ISQM 1, which requires the firm to design, implement
and operate a system of quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulations requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility is to express an opinion on whether the marking up of the
consolidated financial statements included in the ESEF financial statements comply in all material respects with the
Article 4 of the ESEF RTS. We conducted our reasonable assurance engagement in accordance with International Standard
on Assurance Engagements 3000.
The engagement involves procedures to obtain evidence whether;
• the primary statements of the consolidated financial statements included in the ESEF financial statements are, in all
material respects, marked up with iXBRL tags in accordance with Article 4 of the ESEF RTS, and;
• whether the notes to the consolidated financial statements and the company identification data included in the ESEF
financial statements data, have been marked up, in all material respects, with iXBRL tags in accordance with Article 4
of the ESEF RTS; and
• whether the ESEF financial statements and the audited financial statements are consistent with each other
The nature, timing and the extent of procedures selected depend on practitioner’s judgement. This includes the
assessment of the risks of material departures from the requirements set out in the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated financial statements, the notes to the consolidated financial
statements and the company identification data included in the ESEF financial statements of Uponor Corporation
identified as Uponor-2022-12-31-en.zip for the year ended 31 December, 2022 are, in all material respects, marked up in
compliance with the ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated financial statements of Uponor Corporation for the year ended
31 December, 2022 is set out in our Auditor’s Report dated 15 February, 2023. In this report, we do not express any audit
opinion or other assurance conclusion on the consolidated financial statements.
Helsinki 23 February, 2023
KPMG OY AB
Anders Lundin
Authorised Public Accountant, KHT
Independent Auditor’s Reasonable Assurance Report on Uponor
Corporation’s ESEF Financial Statements
To the Board of Directors of Uponor Corporation
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Annual General Meeting
Uponor Corporation’s Annual General Meeting will be held at the Paavo Hall of the Helsinki Music Centre, which is located
at Mannerheimintie 13 A, 00100 Helsinki, on 17 March 2023 at 13:00 EET.
The company’s shareholders and their proxy representatives may attend the general meeting and exercise their
shareholder rights either by attending the meeting or by voting in advance. Shareholders also have the opportunity
to follow the Annual General Meeting as a webcast if the registration and advance voting has been completed. The
webcast is mainly held in Finnish and translated into English.
Shareholders holding a Finnish book-entry account may register and vote in advance between
16 February–10 March 2023 at 10:00 EET in the following ways:
• via Uponor Corporation’s website at uponorgroup.com/en-en/investors/governance/agm-2023, which requires
strong identification, or
• by email to agm@innovatics.fi, when also necessary documentation shall be attached to the email, such as signed
voting form and possible proxy document and/or extract from trade register, or
• by mail addressed to Innovatics Oy, Yhtiökokous / Uponor Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, when
also necessary documentation shall be attached to the email, such as signed voting form and possible proxy
document and/or extract from trade register.
Holders of nominee registered shares may register and vote in advance between 16 February–14 March 2023 at
10:00 EET as set out in the meeting notice published on the company’s website.
Further information: uponorgroup.com/en-en/investors/governance/agm-2023
Information for shareholders
Payment of dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of €0.69 per share will be distributed
for the financial period 2022. The dividend shall be paid in two instalments. The first instalment of €0.34 per share
shall be paid to a shareholder registered as a shareholder in the shareholder register maintained by Euroclear
Finland Ltd on the record date of the dividend payment on 21 March 2023. The payment date proposed by the Board
for this instalment is 28 March 2023.
The second instalment of €0.35 per share shall be paid in September 2023. The second instalment shall be paid
to a shareholder registered as a shareholder in the shareholder register maintained by Euroclear Finland Ltd on
the record date, which, together with the payment date, shall be decided by the Board of Directors in its meeting
scheduled for 7 September 2023. The dividend record date for the second instalment would be 13 September 2023
and the dividend payment date 20 September 2023.
Analysts covering Uponor
According to the information available to the company, the following analysts made investment analyses of Uponor in
2022. These parties follow Uponor on their own initiative, and the company is not responsible for their statements. Further
information on Uponor’s analysts is available on uponorgroup.com.
Carnegie
Tommy Ilmoni
Danske Markets
Mika Karppinen
Financial Statements Bulletin for 2022 15 February 09:00 EET
Annual Review 2022 Week 8
Annual General Meeting 17 March 13:00 EET
Record date for dividend payment 1st instalment: 21 March*
2nd instalment: 13 September*
Date for dividend payment 1st instalment: 28 March*
2nd instalment: 20 September*
Interim report: January–March 26 April 09:00 EEST
Interim report: January–June 20 July 09:00 EEST
Interim report: January–September 25 October 09:00 EEST
Important dates in 2023
OP Corporate Bank
Juho Saarinen
SEB Enskilda
Anssi Raussi
Nordea Markets
Svante Krokfors
Morgan Stanley
Pam Liu
*proposal of the Board of Directors
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Uponor Corporation
Äyritie 20
P.O. Box 37
FI-01511 Vantaa
Finland
Tel. +358 20 129 211
www.uponorgroup.com