Annual General Meeting 2026

Meeting materials:

• Decisions taken by the Annual General Meeting
• Minutes of the Annual General Meeting
• President and CEO Thomas Hinnerskov's presentation at the Annual General Meeting (pdf)
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed Board Members
• The Financial Statements 2024, which includes the financial statements, the consolidated financial statements, the report of the Board of Directors (including the sustainability report), the auditor’s report and the sustainability reporting assurance report, as well as the remuneration report is available here.

Recording: President and CEO Thomas Hinnerskov's review at Valmet's Annual General Meeting 2025

Instructions for the participants:

• Important dates
• Registration
• Voting in advance
• Holders of nominee registered shares
• Representation by proxy and proxy templates
• Location details
• Webcast
• Right to notify the Board of an issue to be added to the agenda
• Privacy statement

Important dates

Jan 24, 2025: Deadline for shareholders to notify the Board of an issue to be added to the General Meeting agenda

Feb 13, 2025: Publication of notice to the General Meeting

Feb 19, 2025: Proxy documents and voting instuructions available on this site at the latest.

Feb 19, 2025 at 10:00 a.m EET: Registration and advance voting begins.

March 14, 2025: Record date of the General Meeting.

March 19, 2025 at 4:00 p.m. EET: Deadline for registration, advance voting and proxy submission period.

March 21, 2025 at 10:00 a.m. EET: Deadline for the registration and advance-voting of nominee-registered shares

March 26, 2025: Annual General Meeting

March 28, 2025: Dividend record date of the first instalment

April 8, 2025: Payment date of the corporate action (e.g., dividend payment)  

April 9, 2025: Publication of the minutes of the General Meeting  

 

Notice convening the Annual General Meeting of Valmet Oyj

Valmet Oyj’s stock exchange release on February 13, 2025 at 9:05 a.m. EET

Notice is given to the shareholders of Valmet Oyj (“Valmet” or the “Company”) to the Annual General Meeting to be held on March 26, 2025 starting at 1:00 p.m (EET) at Scandic Marina Congress Center, Europaea hall at the address Katajanokanlaituri 6, 00160 Helsinki, Finland. The reception of the shareholders who have registered for the meeting and the distribution of voting tickets will commence at 12:00 noon.

The shareholders have the opportunity to exercise their voting rights also by voting in advance. In addition, the shareholders who have registered for the meeting can follow the Annual General Meeting via a webcast. For further instructions, please refer to Section C. “Instructions for the Participants in the Annual General Meeting” of this notice.

After the Annual General Meeting, coffee will be served at the meeting venue.

1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and to verify the counting of the votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors, the Auditor’s report and the sustainability reporting assurance report for the year 2024

- Review by the President and CEO.

7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Company’s distributable equity as of December 31, 2024 totaled EUR 1,584,868,527.03, of which the net profit for the year 2024 was EUR 332,895,633.84.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.35 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2024 and the remaining part of profit be retained and carried further in the Company’s unrestricted equity.

The dividend shall be paid in two instalments. The first instalment of EUR 0.68 per share shall be paid to shareholders who on the dividend record date March 28, 2025 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 8, 2025.

The second instalment of EUR 0.67 per share shall be paid in October 2025. The second instalment shall be paid to shareholders who on the dividend record date are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend payment date shall be resolved by the Board of Directors in its meeting preliminarily scheduled for September 25, 2025. The dividend record date for the second instalment would then be September 29, 2025 and the dividend payment date October 7, 2025.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Adoption of the remuneration report for governing bodies

The Board of Directors proposes that the Annual General Meeting adopt the remuneration report of the Company.

11. Resolution on remuneration of the members of the Board of Directors

Valmet has on January 27, 2025 announced the updated proposals of Valmet’s Shareholders’ Nomination Board to the Annual General Meeting. The Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected for the term until the close of the Annual General Meeting in 2026 be increased and as follows:

- EUR 155,000 for the Chair of the Board (2024: EUR 150,000),

- EUR 85,500 for the Vice-Chair of the Board (2024: EUR 82,500), and

- EUR 68,000 for a Board member (2024: EUR 66,000).

Furthermore, the Nomination Board proposes that a base fee of EUR 7,300 (2024: EUR 7,300) shall be paid for each member of the Audit Committee, EUR 16,700 (2024: EUR 16,700) for the Chair of the Audit Committee, EUR 4,200 (2024: EUR 4,200) for each member of the Remuneration and HR Committee, and EUR 8,500 (2024: EUR 8,500) for the Chair of the Remuneration and HR Committee.

In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 750 (2024: EUR 750) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 (2024: EUR 1,500) for those members whose place of residence is elsewhere in Europe and EUR 3,000 (2024: EUR 3,000) for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.

For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, the Nomination Board proposes that a meeting fee of EUR 750 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting, including the meetings of the committees of the Board of Directors.

The Nomination Board proposes to the Annual General Meeting that as a condition for the annual remuneration, the members of the Board of Directors are obliged directly based on the Annual General Meeting’s resolution to use 40 percent of the fixed annual remuneration for purchasing Valmet shares at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd stock exchange, and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1 to March 31, 2025.

12. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2026 be eight (8).

13. Election of the members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting, that

- Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer and Annika Paasikivi are re-elected as Board members,

- Pekka Vauramo, Bernd Eikens and Jonas Gustavsson are elected as new Board members, and

- Pekka Vauramo be elected as the new Chair of the Board and Annika Paasikivi be elected as the new Vice-Chair of the Board for the term expiring at the close of the Annual General Meeting 2026.

Mikael Mäkinen, Chair of the Board of Directors, Jaakko Eskola, Vice-Chair of the Board of Directors and Per Lindberg, Member of the Board of Directors, have informed Valmet’s Nomination Board that they will not be available in the election of the Board of Directors in the next Annual General Meeting. Mikael Mäkinen has served as a member and Chair of Valmet’s Board of Directors since 2019. Jaakko Eskola has served as a member and Vice-Chair of Valmet’s Board of Directors since 2022. Per Lindberg has served as a member of Valmet’s Board of Directors since 2021.

Should any member of the candidates proposed by the Nomination Board for any reason not be available for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly, and the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.

The Nomination Board recommends that with regard to the selection procedure for Board members, the shareholders take a position on the proposal as a whole at the Annual General Meeting.

At the time of the resolution of the Nomination Board it is assessed that all proposed Board members are independent of the Company. With the exception of Annareetta Lumme-Timonen and Annika Paasikivi, the proposed Board members are independent of the Company’s significant shareholders. Annareetta Lumme-Timonen is evaluated as being not independent of significant shareholders due to her role as Investment Director at Solidium Oy and Annika Paasikivi is evaluated as being not independent of significant shareholders due to her role as President and CEO at Oras Invest Ltd.

The Nomination Board notes that the Board elected by the Annual General Meeting will separately evaluate the independence of the Board members. Valmet complies with the Finnish Corporate Governance Code in defining the independence of the Board members.

Personal information and positions of trust of the proposed individuals are available on the Company’s website (www.valmet.com). All candidates have given their consent to the appointments.

14. Resolution on the remuneration of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration to the Auditor be paid in accordance with the Auditor’s invoice and the principles approved by the Audit Committee.

15. Election of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that authorized public accountants firm PricewaterhouseCoopers Oy be re-elected as the Auditor of the Company. PricewaterhouseCoopers Oy has informed that Pasi Karppinen (Authorized Public Accountant, KHT) would act as the responsible auditor of the Company.

16. Resolution on the remuneration of the Sustainability Reporting Assurance Provider

Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration to the Sustainability Reporting Assurance Provider be paid in accordance with the Sustainability Reporting Assurance Provider’s invoice and the principles approved by the Audit Committee.

17. Election of the Sustainability Reporting Assurance Provider

Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that authorized sustainability audit firm PricewaterhouseCoopers Oy be elected as the Sustainability Reporting Assurance Provider of the Company. PricewaterhouseCoopers Oy has informed that Pasi Karppinen (Authorized Sustainability Auditor) would act as the responsible sustainability auditor of the Company.

18. Authorizing the Board of Directors to resolve on the repurchase of the Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board of Directors to resolve on the repurchase of the Company’s own shares in one or several tranches. The maximum number of shares to be repurchased shall be 9,200,000 shares, which corresponds to approximately 5.0 percent of all the shares in the Company. Based on the authorization, the Company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s own shares may be [repurchased using the unrestricted equity of the Company at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market. The Board of Directors resolves how the own shares will be repurchased. Own shares can be repurchased also by using derivatives.

The Company’s own shares may be repurchased for reasons of developing the Company’s capital structure, financing or carrying out acquisitions, investments or other business transactions, or for the shares to be used as a part of the Company’s incentive schemes, however so that a maximum of 755,000 shares may be repurchased to be used as a part of the Company’s incentive schemes, which corresponds to approximately 0.4 percent of all the shares in the Company.

The Board of Directors resolves on all other terms related to the repurchasing of the Company’s own shares.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the Annual General Meeting of March 21, 2024, related to the repurchasing of the Company’s own shares.

19. Authorizing the Board of Directors to resolve on the issuance of shares as well as the issuance of special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board of Directors to resolve on the issuance of shares as well as the issuance of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by Valmet. Based on this authorization, the Board of Directors may also resolve on a directed share issue in deviation from the shareholders’ pre-emptive rights and on the granting of special rights subject to the conditions mentioned in the Finnish Companies Act.

Based on this authorization, a maximum number of 18,500,000 shares may be issued, which corresponds to approximately 10.0 percent of all the shares in Valmet.

The new shares and treasury shares may be issued for consideration or without consideration.

The Board of Directors resolves on all other terms of the issuance of shares and special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act. The Board of Directors may use this authorization, for example, for reasons of developing the Company’s capital structure, in financing or carrying out acquisitions, investments or other business transactions, or for the shares to be used as a part of the Company’s incentive schemes, however so that the Board of Directors may issue a maximum of 755,000 shares to be used as a part of the Company’s incentive schemes, which corresponds to approximately 0.4 percent of all the shares in the Company.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the Annual General Meeting of March 21, 2024, to resolve on the issuance of shares as well as the issuance of special rights entitling to shares.

20. Closing of the meeting

Documents of the General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on Valmet’s website at www.valmet.com/agm. The Financial Statements 2024, which includes the financial statements, the consolidated financial statements, the report of the Board of Directors (including the sustainability report), the auditor’s report and the sustainability reporting assurance report, as well as the remuneration report will be published and available on Valmet’s website at www.valmet.com/agm at the latest as of March 5, 2025.

The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest as of April 9, 2025.

Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on the record date of the Annual General Meeting March 14, 2025 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company. Changes in shareholding after the record date of the Annual General Meeting affect neither the right to participate in the Annual General Meeting nor the shareholder’s number of votes.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on March 19, 2025 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the Annual General Meeting will commence on February 19, 2025 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:

(a)                   on the Company’s website at www.valmet.com/agm

Electronic registration requires strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

(b)                   by regular mail by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of February 19, 2025, or corresponding information, addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

(c)                   by e-mail by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of February 19, 2025, or corresponding information, addressed to agm@innovatics.fi.

(d)                   by phone to +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

In connection with the registration, the requested information must be provided, such as the shareholder’s name, date of birth or business ID and contact details. Any personal data provided to Valmet or Innovatics Ltd will only be used for the purposes of the Annual General Meeting and for the processing of related registrations.

A shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the Annual General Meeting.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which they on the Annual General Meeting record date March 14, 2025 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 21, 2025 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date of the Annual General Meeting affect neither the right to participate in the Annual General Meeting nor the shareholder’s number of votes.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents, registration in the Annual General Meeting and advance voting from their custodian bank.

The account management organization of the custodian bank shall register a holder of the nominee-registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee-registered shares.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. The right to represent may be demonstrated by using the suomi.fi authorization service available on Innovatics Ltd’s registration service. More information is available at www.suomi.fi/e-authorizations.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts or equity savings accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A proxy and voting instruction template will be available on the Company’s website at www.valmet.com/agm at the latest as of February 19, 2025.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration period on March 19, 2025 at 4:00 p.m. (EET), by which time the proxy documents must be received.

In addition to delivering proxy documents, a shareholder or their proxy representative shall take care of the registration for the Annual General Meeting and possible advance voting in the manner described in this notice.

4. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the Annual General Meeting during the period from February 19, 2025 at 10:00 a.m. until March 19, 2025 at 4:00 p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the Annual General Meeting or vote on a possible counterproposal only if they are present at the Annual General Meeting by themselves or by proxy.

Advance voting can be done in the following ways:

(a)                   on the Company’s website at www.valmet.com/agm

Electronic registration and advance voting require strong authentication of the shareholder or their legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

(b)                   by email or regular mail

A shareholder may submit the registration and advance voting form available on the Company’s website or corresponding information to Innovatics Ltd by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

If a shareholder participates in the Annual General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that they contain the above-mentioned information required for the registration. The advance votes must be received by the end of the registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.

Instructions regarding the advance voting, and the terms related to the electronic advance voting are available on the Company’s website at www.valmet.com/agm.

5. Other instructions and information

The meeting language will be Finnish. There is simultaneous interpretation into English at the meeting venue.

Further information on registration and advance voting is available from Innovatics Ltd during the registration and advance voting period by telephone from +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

A shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. Detailed instructions on following the webcast will be available on the Company’s website www.valmet.com/agm before the Annual General Meeting. Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the Annual General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the Annual General Meeting through the webcast. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

On the date of this notice February 13, 2025, the total number of shares and votes in Valmet is 184,529,605. The total amount includes 364,258 treasury shares held by the Company. Such treasury shares held by the Company do not have voting rights.

Espoo, February 13, 2025
VALMET OYJ
Board of Directors

 

Registration

Registration for the Annual General Meeting has ended on March 19, 2025 at 4:00 p.m. EET.

Each shareholder who is registered on the record date of the Annual General Meeting March 14, 2025 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on March 19, 2025 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 19, 2025 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:

• Through this link - Registration for the Annual General Meeting has ended on March 19, 2025 at 4:00 p.m. EET. 
  • Electronic registration requires strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
• by regular mail by submitting the registration and advance voting form or corresponding information, addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. 
• by e-mail by submitting the registration and advance voting form or corresponding information, addressed to agm@innovatics.fi.
• by phone to +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

In connection with the registration, a shareholder must state the requested information such as his/her name or business ID, date of birth and contact details, as applicable. Any personal data provided to Valmet or Innovatics Ltd will only be used for the purposes of the General Meeting and for the processing of related registrations.

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the General Meeting.

Voting in advance

Advance voting for the Annual General Meeting has ended on March 19, 2025 at 4:00 p.m. EET.

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from February 19, 2025 at 10:00 a.m. until March 19, 2025 at 4:00 p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal only if they are present at the General Meeting by themselves or by proxy.

Advance voting can be done in the following ways:

• Through this link - Advance voting for the Annual General Meeting has ended on March 19, 2025 at 4:00 p.m. EET.
  
  • Electronic registration and advance voting require strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
• by email or regular mail - Advance voting for the Annual General Meeting will begin on February 19, 2025 at 10:00 a.m. EET.
  • A shareholder may submit the registration and advance voting form or corresponding information to Innovatics Ltd by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
  • If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration. The advance votes must be received by the end of the registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the General Meeting record date March 14, 2025 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 21, 2025 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents, registration in the General Meeting and advance voting from their custodian bank.

The account management organization of the custodian bank shall register a holder of the nominee-registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee-registered shares.

Representation by proxy and proxy templates

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right to represent may be demonstrated by using the suomi.fi authorization service available on Innovatics Ltd’s registration service. More information is available on www.suomi.fi/e-authorizations.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts or equity savings accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A proxy and voting instruction template is available here.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration period on March 19, 2025 at 4:00 p.m. (EET), by which time the proxy documents must be received.

In addition to delivering proxy documents, a shareholder or his/her proxy representative shall take care of the registration for the General Meeting and possible advance voting in the manner described in this website.

Location details

Scandic Marina Congress Center is located in Katajanokka, Helsinki, at the address Katajanokanlaituri 6, 00160 Helsinki, opposite the Scandic Grand Marina Hotel. Valmet's General meeting will be held on the 1st floor of the congress center (street level).

We recommend arriving on site by public transport, as there are only very few possible parking spaces. Tram 4 comes to Katajanokka near to the Scandic Marina Congress Center. The nearest stop is named “Kauppiaankatu” and it’s located two blocks away from Scandic Marina Congress Center (approx. 200 m walk). There’s a taxi station in front of the entrance of the Scandic Grand Marina Hotel. 

More information on the Scandic Marina Congress Center’s website.

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

• To be able to watch the webcast, the shareholder must first register for the Annual General Meeting.
• Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari or Opera.
• Link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the registration to all those who have registered for the General Meeting no later than the day before the General Meeting. It is advisable to log in to the meeting system well in advance of the meeting’s start time.

Info: Logging in to the General Meeting remotely

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the General Meeting through the webcast. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

Right to notify the Board of an issue to be added to the agenda

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board, addressed to rasmus.oksala@valmet.com, early enough so that the issue can be included in the meeting notice.

The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 24, 2025.

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2024. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Innovatics Oy. The data is stored in the EU and it will be stored for not more than two years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

 

Valmet’s Annual General Meeting was held on March 21, 2024 starting at 1:00 p.m. (EET) at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland.

 

Meeting materials:

• Decisions taken by the Annual General Meeting
• Minutes of the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting (pdf)
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed Board Members
• Remuneration policy
• The Annual Report of Valmet Oyj, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report, as well as the remuneration report for governing bodies are available here.

Recording: President and CEO Pasi Laine's review at Valmet's Annual General Meeting 2024

Instructions for the participants:

• Important dates
• Registration
• Voting in advance
• Holders of nominee registered shares
• Representation by proxy and proxy templates
• Introduction of proposed new Board members
• Location details
• Webcast
• Right to notify the Board of an issue to be added to the agenda
• Privacy statement

Important dates

Jan 19, 2024: Deadline for shareholders to notify the Board of an issue to be added to the General Meeting agenda

Feb 7, 2024: Publication of notice to the General Meeting

Feb 13, 2024: Proxy documents and voting instuructions available on this site at the latest.

Feb 13, 2024 at 10:00 a.m EET: Registration and advance voting begins.

March 11, 2024: Record date of the General Meeting.

March 14, 2024 at 4:00 p.m. EET: Deadline for registration, advance voting and proxy submission period.

March 18, 2024 at 10:00 a.m. EET: Deadline for the registration and advance-voting of nominee-registered shares

March 21, 2024: Annual General Meeting

March 26, 2024: Dividend record date of the first instalment

April 4, 2024: Publication of the minutes of the General Meeting on this site at the latest

April 11, 2024: Dividend payment date of the first instalment

 

Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors

Valmet Oyj’s stock exchange release on March 21, 2024 at 4:15 p.m. EET

The Annual General Meeting of Valmet Oyj (“Valmet” or the “Company”) was held in Helsinki today on March 21, 2024. The Annual General Meeting adopted the Financial Statements for 2023 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2023. The Annual General Meeting adopted the remuneration report for governing bodies, for which the decision is advisory, and the remuneration policy of the Company. The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares and on the issuance of shares and special rights entitling to shares. 

Dividend payment

The Annual General Meeting decided to pay a dividend of EUR 1.35 per share for the financial year which ended on December 31, 2023.

The dividend will be paid in two instalments. The first instalment of EUR 0.68 per share will be paid to shareholders who on the dividend record date March 26, 2024, are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend will be paid on April 11, 2024.

The second instalment of EUR 0.67 per share will be paid in October 2024. The second instalment will be paid to shareholders who on the dividend record date are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend record date and payment date will be resolved by the Board of Directors in its meeting preliminarily scheduled for September 26, 2024. The dividend record date for the second instalment would be October 1, 2024, and the dividend payment date October 10, 2024.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as eight and reappointed Mikael Mäkinen as Chair of Valmet Oyj's Board and Jaakko Eskola as Vice Chair. Anu Hämäläinen, Pekka Kemppainen, Per Lindberg and Monika Maurer were re-elected as Board members, and Annareetta Lumme-Timonen and Annika Paasikivi were elected as new Board members. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2025.

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chair of the Board of Directors EUR 150,000; to the Vice Chair of the Board of Directors EUR 82,500; and to the other members of the Board of Directors EUR 66,000 each.

Furthermore, the Annual General Meeting decided that a base fee of EUR 7,300 will be paid for a member of the Audit Committee, EUR 16,700 for the Chair of the Audit Committee, EUR 4,200 for a member of the Remuneration and HR Committee, and EUR 8,500 for the Chair of the Remuneration and HR Committee.

In addition, a meeting fee in the amount of EUR 750 will be paid for members whose place of residence is in Nordic countries, EUR 1,500 for members whose place of residence is elsewhere in Europe and EUR 3,000 for members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors. For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting’s resolution, to use 40 percent of the fixed annual remuneration for purchasing Valmet shares at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd stock exchange, and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1 to March 31, 2024.

Auditor

The Annual General Meeting re-elected Authorised Public Accountants PricewaterhouseCoopers Oy as the Auditor of the Company for a term expiring at the end of the Annual General Meeting 2025. Pasi Karppinen, Authorised Public Accountant (KHT) will act as the responsible auditor. PricewaterhouseCoopers will also carry out the assurance of the Company’s sustainability reporting.

The remuneration to the Auditor will be paid in accordance with the Auditor’s invoice and the principles approved by the Audit Committee.

Authorization to resolve on the repurchase of the Company’s own shares

The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of a maximum number of 9,200,000 of the Company’s own shares in one or several tranches, corresponding to approximately 5.0 percent of all the shares in the Company. Based on the authorization, the Company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s own shares may be repurchased using the unrestricted equity of the Company at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting related to the repurchase of the Company’s own shares.

Authorisation to decide on the issuance of shares and special rights entitling to shares

The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares in one or several tranches. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by Valmet. Based on this authorization, the Board of Directors may also decide on a directed share issue in deviation from the shareholders’ pre-emptive rights and on the granting of special rights subject to the conditions mentioned in the Finnish Companies Act. Based on this authorization, a maximum number of 18,500,000 shares may be issued, corresponding to approximately 10.0 percent of all the shares in Valmet. The new shares and treasury shares may be issued for consideration or without consideration.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting to decide on the issuance of shares and special rights entitling to shares.

The minutes of the Annual General Meeting

Advance voting was held on matters 7–18 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting will be available on the Company’s website as of April 4, 2024, at the latest.

Decisions of the organizing meeting of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the Company. With the exception of Annareetta Lumme-Timonen and Annika Paasikivi, the board members are independent of the Company's significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.

The members of the Audit Committee are Anu Hämäläinen (Chair), Pekka Kemppainen, Per Lindberg and Annareetta Lumme-Timonen.

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chair), Jaakko Eskola, Monika Maurer and Annika Paasikivi.

Personnel representation

The Board of Directors decided to invite Juha Pöllänen to participate in the Board of Directors meetings as the personnel representative elected by Valmet’s personnel groups in Finland. The personnel representative will participate in the meetings of Valmet’s Board of Directors as an invited expert, and his term of office is the same as the Board members’ term.

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Registration

Registration for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.

Each shareholder who is registered on the record date of the Annual General Meeting March 11, 2024 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on March 14, 2024 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 13, 2024 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:

• Through this link - Registration for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.
  • Electronic registration requires strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
• by regular mail by submitting the registration and advance voting form or corresponding information, addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. - Registration for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.
• by e-mail by submitting the registration and advance voting form or corresponding information, addressed to agm@innovatics.fi. - Registration for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.

In connection with the registration, a shareholder must state the requested information such as his/her name or business ID, date of birth and contact details, as applicable. Any personal data provided to Valmet or Innovatics Ltd will only be used for the purposes of the General Meeting and for the processing of related registrations.

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the General Meeting.

Voting in advance

Advance voting for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from February 13, 2024 at 10:00 a.m. until March 14, 2024 at 4:00 p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal only if they are present at the General Meeting by themselves or by proxy.

Advance voting can be done in the following ways:

• Through this link - Advance voting for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.
  
  • Electronic registration and advance voting require strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
• by email or regular mail - Advance voting for the Annual General Meeting has ended on March 14, 2024 at 4:00 p.m. EET.
  • A shareholder may submit the registration and advance voting form or corresponding information to Innovatics Ltd by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
  • If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration. The advance votes must be received by the end of the registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the General Meeting record date March 11, 2024 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 18, 2024 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents, registration in the General Meeting and advance voting from their custodian bank.

The account management organization of the custodian bank shall register a holder of the nominee-registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee-registered shares.

Representation by proxy and proxy templates

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right to represent may be demonstrated by using the suomi.fi authorization service available on Innovatics Ltd’s registration service. More information is available on www.suomi.fi/e-authorizations.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts or equity savings accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A proxy and voting instruction template is available here.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration period on March 14, 2024 at 4:00 p.m. (EET), by which time the proxy documents must be received.

In addition to delivering proxy documents, a shareholder or his/her proxy representative shall take care of the registration for the General Meeting and possible advance voting in the manner described in this website.

Introduction of the new proposed Board members

The proposal of Valmet Corporation's Shareholders' Nomination Board for the composition and remuneration of the Board of Directors of the company has been published on November 30, 2023. The proposal included the following statement on the independence of the proposed members of the Board of Directors:

“The Nomination Board notes that all proposed Board members are independent of the company. With the exception of Annareetta Lumme-Timonen, the proposed Board members are independent of the company's significant shareholders. Annareetta Lumme-Timonen is evaluated as being not independent of significant shareholders due to her role as Investment Director at Solidium. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.”

On February 2, 2024, the company published a stock exchange release regarding a notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act by Oras Invest Oy. Pursuant to the notification, Oras Invest Oy’s ownership and share of votes in Valmet had risen above the threshold of 10 percent on January 26, 2024.

Pursuant to the abovementioned notification by Oras Invest Oy, the Board of Directors of Valmet assesses preliminarily that, in deviation of the proposal of the company’s Shareholders’ Nomination Board, currently one of the new members proposed to the Board of Directors of the company, Annika Paasikivi, would no longer be independent of a significant shareholder of Valmet, Oras Invest Oy. Annika Paasikivi serves as the CEO of Oras Invest Oy.

The Board of Directors elected by the 2024 Annual General Meeting of Valmet will conduct the evaluation of the independence of its members from the company and the company’s significant shareholders in accordance with the Finnish Corporate Governance Code in the constitutive meeting of the Board of Directors after the Annual General Meeting. The evaluation will be updated to the company’s website in accordance with the recommendation of the Corporate Governance Code.

Proposed new members for the Board of Directors:

Annareetta Lumme-Timonen (born 1967) is currently Investment Director at Solidium Oy. She is responsible for the Anora, Metso, Stora Enso and Valmet holdings at Solidium. In addition, she manages the corporate responsibility work at Solidium. She has been working at Solidium since 2009. Previously she was working as Investment Manager at 3i Nordic plc between 2000–2007. Prior to that she was Investment Manager at SFK Finance Oy between 1997–2000. She holds the degrees of M.Sc. (Eng.) and D.Sc. (Tech.).

Annika Paasikivi (born 1975) has been working as President & CEO of Oras Invest Oy since 2018. Previously, she served as Chief Operating Officer of Oras Invest from 2011 until 2018 and as Integration Manager of Oras Group Ltd during Oras & Hansa integration 2013–2015. Prior to joining Oras Invest, she served as Chief Operating Officer of Friitala Fashion Oy between 2009–2010 and held various positions at Varova Oy between 2003–2005. She holds the degrees of B.A. and M.Sc. (Global Politics).

The CV’s of the proposed Board members are available here.

Location details

Messukeskus is located in Pasila, Helsinki. Valmet's General Meeting will be held at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland.

Arrival instructions can be found on the Messukeskus website:

https://messukeskus.com/messukeskus/how-to-find-us/?lang=en

• We recommend arriving on site by public transport.
• If you come by car, Valmet will pay for parking at the Messukeskus car park for the duration of the General M When you arrive, please give your car's registration number to the cloakroom. The registration number is recorded in the parking application and the system recognizes the registration number when driving out, i.e. no parking ticket is needed.
• There is a taxi station in front of the adjacent Holiday Inn hotel.

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

• To be able to watch the webcast, the shareholder must first register for the Annual General Meeting.
• Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari or Opera.
• Link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the registration to all those who have registered for the General Meeting no later than the day before the General Meeting. It is advisable to log in to the meeting system well in advance of the meeting’s start time.

Info: Logging in to the General Meeting remotely

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the General Meeting through the webcast. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

Right to notify the Board of an issue to be added to the agenda

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board, addressed to rasmus.oksala@valmet.com, early enough so that the issue can be included in the meeting notice.

The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 19, 2024.

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2024. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Innovatics Oy. The data is stored in the EU and it will be stored for not more than two years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

Valmet’s Annual General Meeting was held on March 22, 2023 at 1:00 p.m. (Finnish time) at Marina Congress Center, Katajanokanlaituri 6, 00160, Helsinki, Finland

 

Meeting materials:

• Decisions taken by the Annual General Meeting
• Minutes of the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed Board Members
• The Annual Report of Valmet Oyj, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report, as well as the Remuneration Report for governing bodies are available here.

Instructions for the participants:

• Registration

• Voting in advance

• Holders of nominee registered shares

• Representation by proxy and proxy templates

• Location details

• Webcast

• Right to notify the Board of an issue to be added to the agenda

• Privacy statements

 

Decisions taken by the Annual General Meeting

Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors

Registration

Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

Each shareholder who is registered on the record date of the Annual General Meeting March 10, 2023 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on March 15, 2023 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 9, 2023 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:

• Through this link - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

For natural persons, electronic registration requires secure strong electronic authentication, and a shareholder may register by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic registration does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book-entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorization service further described below, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate.

• By regular mail addressed to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland. - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

• By e-mail addressed to yhtiokokous@euroclear.eu. - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

In connection with the registration, a shareholder must state their name, personal identification number or business identity code, address, telephone number and the name of a proxy representative, legal representative or assistant, if any, and the personal identification number of the proxy representative, legal representative or assistant, as applicable. Any personal data provided to Valmet or Euroclear Finland Oy by a shareholder will only be used for the purposes of the General Meeting and for the processing of related registrations.

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the General Meeting.

Voting in advance

Advance voting for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from February 9, 2023 at 10:00 a.m. until March 15, 2023 at 4:00 p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal only if they are present at the General Meeting by themselves or by proxy.

Advance voting can be done in the following ways:

• Through this link - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

For natural persons, electronic advance voting requires secure strong electronic authentication, and a shareholder may register and vote by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book-entry account and other information required. If a shareholder that is a legal entity uses the electronic Suomi.fi authorization service further described above, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate.

• by email or regular mail - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

A shareholder may submit the advance voting form available here or corresponding information to Euroclear Finland Oy by email addressed to yhtiokokous@euroclear.eu, or by regular mail addressed to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.

If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration. The advance votes must be received by the end of the registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the General Meeting record date March 10, 2023 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 17, 2023 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents, registration in the General Meeting and advance voting from their custodian bank.

The account management organization of the custodian bank shall register a holder of the nominee-registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee-registered shares.

Representation by proxy and proxy templates

A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.

Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts or equity savings accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

• Proxy document template

• Advance voting form and instructions

Possible proxy documents should be delivered by email to the address titta.ware@valmet.com before the expiry of the registration period on March 15, 2023 at 4:00 p.m. (EET), by which time the proxy documents must be received.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify themself with strong electronic authentication in the general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish online banking credentials or a mobile certificate. More information on www.suomi.fi/e-authorizations.

Location details

• Scandic Marina Congress Center is located in Katajanokka, Helsinki, at the address Katajanokanlaituri 6, 00160 Helsinki, opposite the Scandic Grand Marina Hotel. Valmet's General meeting will be held on the 2nd floor of the congress center.

• We recommend arriving on site by public transport, as there are only very few possible parking spaces.

• Trams 4 and 5 come to Katajanokka near to the Scandic Marina Congress Center. The nearest stop is named “Kauppiaankatu” and it’s located two blocks away from Scandic Marina Congress Center (approx. 200 m walk).

• There’s a taxi station in front of the entrance of the Scandic Grand Marina Hotel.

• More information on the Scandic Marina Congress Center’s website.

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. 

• To be able to watch the webcast, the shareholder must first register for the Annual General Meeting and the webcast.

• Those who have registered for the webcast will receive a username and a password from Euroclear in two separate email messages to watch the webcast.

Link to the webcast.

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the Annual General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the Annual General Meeting through the webcast. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

Right to notify the Board of an issue to be added to the agenda

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board, addressed to rasmus.oksala@valmet.com, early enough so that the issue can be included in the meeting notice.

The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 20, 2023.

Privacy statements

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2023. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

Important dates

Jan 20, 2023: Deadline for shareholders to notify the Board of an issue to be added to the General Meeting agenda

Feb 2, 2023: Publication of notice to the General Meeting

Feb 9, 2023: Proxy documents and voting instuructions available on this site at the latest.

Feb 9, 2023 at 10:00 a.m EET: Registration and advance voting begins.

March 10, 2023: Record date of the General Meeting.

March 15, 2023 at 4:00 p.m. EET: Deadline for registration, advance voting and proxy submission period.

March 17, 2023 at 10:00 a.m. EET: Deadline for the registration and advance-voting of nominee-registered shares

March 22, 2023: Annual General Meeting

March 24, 2023: Dividend record date of the first instalment

April 5, 2023: Dividend payment date of the first instalment

April 5, 2023: Publication of the minutes of the General Meeting

Valmet’s Annual General Meeting was held on Tuesday, March 22, 2022 at 1:00 p.m. (Finnish time) at the office of Hannes Snellman Attorneys Ltd, Eteläesplanadi 20, FI-00130 Helsinki, Finland.

 

Meeting materials

• Decisions taken by the Annual General Meeting
• Minutes of the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed Board members
• The Annual Report of Valmet Oyj, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report, as well as the remuneration report for governing bodies are available in here.

 

 

Instructions for the participants 

• Registration and voting in advance
• Holders of nominee registered shares
• Representation by proxy and proxy templates
• Webcast
• Counterproposals concerning the proposed decisions
• Advance questions
• Right to notify the Board of an issue to be added to the agenda
• Privacy statements

 

Due to the coronavirus pandemic, the Company’s Board of Directors has resolved on exceptional meeting procedures based on the Temporary Act (375/2021), which entered into force on May 8, 2021. In order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company, the Annual General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the Annual General Meeting venue.

Shareholders can participate in the Annual General Meeting and use their shareholder rights in connection with the Annual General Meeting by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. 

 

Decisions taken by the Annual General Meeting

Valmet Oyj’s stock exchange release on March 22, 2022 at 4:00 p.m. EET

The Annual General Meeting of Valmet Oyj (“Valmet” or the “Company”) was held in Helsinki today on March 22, 2022. The Annual General Meeting adopted the Financial Statements for 2021 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021. The Annual General Meeting adopted the remuneration report for governing bodies. The decision is advisory. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board of Directors to decide on repurchasing the Company’s own shares and to decide on the issuance of shares and the issuance of special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay dividends of EUR 1.20 per share for the financial period ended on December 31, 2021. The dividend will be paid to shareholders who on the dividend record date March 24, 2022 are registered in the Company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on March 31, 2022.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as eight (8), however, before the completion of the merger of Valmet and Neles Corporation (“Neles”) (the “Effective Date”), the number of members of the Board of Directors be six (6). The Annual General Meeting resolved to confirm in accordance with the Nomination Board’s proposal that

• Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael Mäkinen, and Eriikka Söderström be re-elected as Board members,
• Jaakko Eskola and Anu Hämäläinen be elected conditionally as new Board members for the term commencing on the Effective Date, and
• Mikael Mäkinen be re-elected as the Chairman of the Board and Aaro Cantell be re-elected as the Vice-Chairman of the Board until the Effective Date from which date on Jaakko Eskola shall act as the Vice-Chairman of the Board.

The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2023.

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be, subject to the completion of the merger of Valmet and Neles, as of the Effective Date as follows: to the Chairman of the Board of Directors EUR 145,000; to the Vice-Chairman of the Board of Directors EUR 80,000; and to the other members of the Board of Directors EUR 64,000 each.

Until the Effective Date, the annual remuneration of the Board of Directors will remain at the 2021 level. The annual remuneration of the members of the Board of Directors elected conditionally will be paid in proportion to the length of their term of office.

Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 16,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 8,000 for the Chairman of the Remuneration and HR Committee.

In addition, a meeting fee in the amount of EUR 750 will be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and EUR 3,000 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.

For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting’s decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet shares at a price formed in public trading on a regulated market on the stock exchange main list maintained by Nasdaq Helsinki Ltd, and that the purchase will be carried out within two weeks from the publication of the first interim review after the Effective Date.

Auditor

The Annual General Meeting re-elected PricewaterhouseCoopers Oy as the company’s auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Pasi Karppinen, APA. The remuneration to the Auditor will be paid in accordance with the Auditor’s invoice and the principles approved by the Audit Committee.

Authorisation to decide on the repurchase of the Company’s own shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the repurchase of a maximum number of 7,500,000 of the Company’s own shares in one or several tranches. Based on the authorization, the Company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s own shares may be repurchased using the unrestricted equity of the Company at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting related to the repurchasing of the Company’s own shares.

Authorisation to decide on the issuance of shares and special rights entitling to shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares in one or several tranches. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by Valmet. Based on this authorization, the Board of Directors may also decide on a directed share issue in deviation from the shareholders’ pre-emptive rights and on the granting of special rights. Based on this authorization, a maximum number of 15,000,000 shares may be issued.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting to decide on the issuance of shares and special rights entitling to shares.

Amendment of the charter of the Nomination Board

The Annual General Meeting resolved to amend the charter of the Nomination Board. The proposed amendments include an amendment to the effect that the right to nominate representatives shall be vested with the four shareholders of the Company having the largest share of the votes represented by all the shares in the Company annually on July 1 (currently September 1) based on the Company’s shareholders’ register held by Euroclear Finland Oy, and certain other technical amendments.

The minutes of the Annual General Meeting

Advance voting was held on matters 7-18 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting will be available on the Company’s website as of April 5, 2022 at the latest.

Decisions of the organizing meeting of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the Company. With the exception of Aaro Cantell, the board members are independent of the Company's significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.

The members of the Audit Committee are Eriikka Söderström (Chairman), Pekka Kemppainen and, until the Effective Date, Mikael Mäkinen, after which Anu Hämäläinen will replace Mikael Mäkinen as a member of the Audit Committee.

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.

Personnel representation

The Board of Directors decided to invite Juha Pöllänen to participate in the Board of Directors meetings as the personnel representative elected by Valmet’s personnel groups in Finland. He will participate the meetings of Valmet’s Board of Directors as an invited expert, and his term of office is the same as the Board members’ term.

 

 

Registration and voting in advance

Registration for the Annual General Meeting and advance voting has ended on March 15, 2022 at 16.00 p.m. EET.

Shareholders of the company may only participate in the meeting and exercise their shareholder rights by voting in advance in person or by way of a proxy representation as well as by submitting counterproposals and asking questions in advance.

Each shareholder who is registered on the record date of the Annual General Meeting March 10, 2022 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

The registration for the meeting and advance voting will begin on February 14, 2022 at 10:00 a.m. (Finnish time). A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the Annual General Meeting by voting in advance, shall register for the Annual General Meeting and vote in advance by March 15, 2022 at 4:00 p.m. (Finnish time) by which time the registration and votes must be received. Registration to the Annual General Meeting without submitting advance votes will not be considered participation in the Annual General Meeting.

Requested information shall be given in connection with the registration such as the name, personal identity code, address and phone number of the shareholder. The personal data given to Valmet or Euroclear Finland Oy is used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders who have a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting during the time period beginning on February 14, 2022 at 10:00 a.m. (Finnish time) and ending on March 15, 2022 at 4:00 p.m. (Finnish time) by the following means:

 

a.    Through this link - Registration for the Annual General Meeting and advance voting has ended on March 16, 2021 at 16.00 p.m. EET.

If the shareholder is an individual, advance voting requires strong electronic authentication with a Finnish bank ID or Finnish mobile certificate.

Shareholders who are legal persons can vote in advance by using their business ID and book-entry account number.If the shareholders who are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a Finnish bank ID or Finnish mobile certificate.

b.    Through email or mail: Advance voting form - Registration for the Annual General Meeting and advance voting has ended on March 16, 2021 at 16.00 p.m. EET.

Shareholders may submit the advance voting form or corresponding information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.

 

When using the advance voting service, the shareholder gives his/her consent for Euroclear Finland Oy to verify the shareholder’s book-entry account number if necessary in order to register the advance votes.

If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Euroclear Finland Oy, the submission of votes before the expiry of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that the documents delivered by the shareholder contain the information required for registration specified in the advance voting form.

Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she on the Annual General Meeting record date March 10, 2022 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 17, 2022 at 10:00 a.m. (Finnish time). As regards nominee-registered shares, this constitutes due registration for the Annual General Meeting. Changes in shareholding after the Annual General Meeting record date affect neither the right to participate in the Annual General Meeting nor the shareholders’ number of votes.

A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and registration in the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of the nominee-registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee-registered shares.

 

Representation by proxy and proxy templates

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

 

A proxy form and voting instructions

Power of attorney

 

Possible proxy documents should be delivered by email to the address mirka.pirinen@valmet.com before the expiry of the registration and advance voting period on March 15, 2022 at 4:00 p.m. (Finnish time), by which time the proxy documents must be received.

Submitting to the Company a proxy document before the end of registration and advance voting period constitutes due registration for the Annual General Meeting, provided that it includes the information required for registration listed above.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Oy’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish bank ID or a Finnish mobile certificate. More information on https://www.suomi.fi/e-authorizations and Valmet’s website at www.valmet.com/agm.

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

• To be able to view the webcast, the shareholder must first register to the Annual General Meeting. The registration for the webcast can be found in the same registration portal.
  
  
• Everyone registered to view the webcast have received two emails from Euroclear, containing a user name and a password - Please check your spam if you haven´t received the emails

• Instructions for following the webcast

• Link to the webcast

Shareholders are asked to take into account that following the meeting via webcast is not considered as participation in the Annual General Meeting and that it does not make possible for shareholders to exercise their rights in the Annual General Meeting through the webcast. The shareholders are advised to exercise their voting rights in advance or alternatively by proxy representation (instructions above) in addition to following the Annual General Meeting via the webcast.

Counterproposals concerning the proposed decisions

Shareholders who hold at least one percent of all the Company’s shares are entitled to make counterproposals subject for voting to the agenda items of the Annual General Meeting. Such counterproposals shall be delivered to the Company by email to ir@valmet.com no later than on February 10, 2022 at 4:00 p.m. (Finnish time).

The shareholder submitting the counterproposal shall present sufficient evidence on his/her shareholding when delivering the counterproposal. The counterproposal shall be handled at the Annual General Meeting if the shareholder is entitled to attend the Annual General Meeting and if the shareholder holds at least one percent of all the Company’s shares on the record date of the Annual General Meeting. If a counterproposal is not taken to be handled at the Annual General Meeting, votes given for the counterproposals will be disregarded.

The Company shall disclose possible counterproposals subject for voting on this site on February 14, 2022 at the latest.

No counterproposals were received.

 

Advance questions

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act by email to the address ir@valmet.com no later than on March 8, 2022 at 4:00 p.m. Finnish time. Shareholders are required to present sufficient evidence of their shareholding in order to ask questions and make counterproposals.

The Company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on this site on March 11, 2022 at the latest.

No advance questions were received.

Right to notify the Board of an issue to be added to the agenda

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice.

The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 21, 2022.

Privacy statements

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2022. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

The Annual General Meeting of Valmet Oyj was held on Tuesday, March 23, 2021 at 1:00 p.m. at the office of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, FI-00130, Helsinki, Finland.

 

Meeting materials

• Decisions taken by the Annual General Meeting
• Minutes of the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed new Board member
• Remuneration Policy
• The Annual Report of Valmet Oyj, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report, as well as the remuneration report for governing bodies are available here. 

 

Instructions

• Instructions for the participants in the General Meeting
• Holders of nominee registered shares
• Representation by proxy and proxy templates
• Webcast
• Important dates
• Counterproposals concerning the proposed decisions
• Advance questions
• Privacy statements

 

 

Decisions taken by Valmet Oyj’s Annual General Meeting and Board of Directors

Valmet Oyj's stock exchange release on March 23, 2021 at 4:00 p.m. EET

The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 23, 2021. The Annual General Meeting adopted the Financial Statements for 2020 and discharged the members of the Board of Directors and the President and CEO from liability for the 2020 financial year. In respect of the approval of the Remuneration Report 2020, the majority of votes objected to the approval of the Remuneration Report. The decision is advisory. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing the company’s own shares and to decide on the issuance of shares and the issuance of special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay dividends of EUR 0.90 per share for the financial period ended on December 31, 2020. The dividend will be paid to shareholders who on the dividend record date March 25, 2021 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on April 7, 2021.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as eight and reappointed Mikael Mäkinen as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Tarja Tyni and Rogério Ziviani will continue as members of the Board. Per Lindberg was elected as a new Board member. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2022.

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chairman of the Board of Directors EUR 118,000; to the Vice-Chairman of the Board of Directors EUR 70,000; and to the other members of the Board of Directors EUR 56,000 each. Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.

In addition, a meeting fee in the amount of EUR 750 will be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and EUR 3,000 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.

For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed in public trading on a regulated market on the stock exchange main list maintained by Nasdaq Helsinki Ltd, and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2021 to March 31, 2021.

Election of the auditor

The Annual General Meeting elected PricewaterhouseCoopers Oy as the company's auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Pasi Karppinen, APA.

The minutes of the Annual General Meeting

Advance voting was held on matters 7-17 on the agenda of the Annual General Meeting. The detailed results of the advance voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting are available as an attachment in this stock exchange release and on the company's website www.valmet.com/agm.

Decisions of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the company. With the exception of Aaro Cantell, the board members are independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.

The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen.

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.

Personnel representation

The Board of Directors decided to invite Juha Pöllänen to participate in the Board of Directors meetings as the personnel representative elected by Valmet's personnel groups in Finland. He will participate the meetings of Valmet's Board of Directors as an invited expert, and his term of office is the same as the Board members' term.

 

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Instructions for the participants in the General Meeting

 

Registration for the Annual General Meeting and advance voting has ended on March 16, 2021 at 16.00 p.m. EET.

It will not be possible to participate in the meeting in person at the meeting venue. The Company’s shareholders can participate in the General Meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance.

Shareholders who have registered for the meeting may follow the meeting online via a webcast. Shareholders are asked to take into account that only following the meeting via webcast is not considered as official participation in the General Meeting and that it does not make it possible for the shareholders to exercise their rights in the General Meeting.

On February 4, 2021, the Company published a notice convening the Annual General Meeting, which notice the Company cancelled on March 2, 2021 due to the rapidly deteriorating COVID-19 pandemic status. Registrations made or advance votes given based on the previous notice are not valid. 

Each shareholder who is registered on the record date of the General Meeting, March 11, 2021 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.

Shareholders can participate in the General Meeting only by voting in advance either in person or by way of a proxy representative. 

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting by voting in advance, has to register for the meeting and vote in advance no later than on March 16, 2021 at 4:00 p.m. by which time the registration and votes must have been received.

Shareholders with a Finnish book-entry account can register for the meeting and vote in advance on certain matters on the agenda of the General Meeting between March 8, 2021 at 12 noon and March 16, 2021 4:00 p.m.

To vote in advance, the shareholder must first register to the Annual General Meeting. The advance voting section can be found in the same registration portal, and the voting can be done when registering, or the shareholder can return to vote later through the same link.

If a shareholder participates in the General Meeting by submitting advance votes to Euroclear Finland Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the meeting, provided that the information required for registration and advance voting listed below has been given.

In connection with the registration and advance voting, the requested information, such as the shareholder’s name, personal identification number or business identity code, address, telephone number and the name of a possible proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative, must be given. The personal data given to Valmet Oyj or Euroclear Finland Oy by shareholders is used only in connection with the Annual General Meeting and with the processing of related registrations.

 

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the General Meeting record date March 11, 2021 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by March 18, 2021 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and participation in the General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares.

 

Representation by proxy

A shareholder may participate in the Annual General Meeting by way of proxy representation.

A shareholder can authorize a proxy representative designated by the Company to represent the shareholder in the meeting. The proxy representative is attorney Teresa Kauppila of Castrén & Snellman Attorneys Ltd, or a person appointed by her.

Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible delivery fees of the proxy document and related material. Further information about the designated proxy representative is available at https://www.castren.fi/people/teresa-kauppila/.

Power of attorney and voting instructions in English
Power of attorneyand voting instructions in Finnish

 

A shareholder may also authorise another proxy representative. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

Proxy template in English
Proxy template in Finnish

When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

 

Possible proxy documents are requested to be delivered by email to the address anne.grahn-loytanen@valmet.com before the end of the registration period on March 16, 2021 at 4:00 p.m., by which time the proxy documents must have been received.

Submitting to the Company a proxy document before the end of registration and advance voting period constitutes due registration for the General Meeting, provided that it includes the information required for registration listed above. The shareholder’s proxy representative must vote in advance as set earlier on this site. However, submitting to the Company a model proxy document available on the Company’s website which is addressed to the proxy representative designated by the Company before the end of the registration and advance voting period constitutes due registration for the General Meeting and due advance voting, provided that it includes the information and voting instructions requested in the model proxy document.

 

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

To be able to view the webcast, the shareholder must first register to the Annual General Meeting. The registration for the webcast can be found in the same registration portal.

Detailed instructions on following the webcast are available here.

Link to the webcast. 

Shareholders are asked to take into account that following the meeting via webcast is not considered as official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting.

 

Introduction of the new proposed Board member

The Nomination Board's proposal for the composition and remuneration of the Board was published on November 30, 2020 as a stock exchange release. 

Proposed new Board member:

Per Lindberg (born 1959) is currently Senior Advisor at Peymar Holding AB. Previously he served as President and CEO of Epiroc AB between 2018–2020. Prior to that he was President and CEO of BillerudKorsnäs AB between 2012–2017, President and CEO of Billerud AB 2005–2012, and President of Korsnäs AB 2001–2005. He was Vice President at Investment AB Kinnevik between 2004–2005 and did management consulting at Applied Value Corporation in Chicago in 1997–2001. Between 1990–1997, Lindberg was an Associate professor at Chalmers University of Technology in Gothenburg.

CV of proposed new Board member is available here. See also Valmet's Board of Directors. 

 

Important dates

Deadline for a counterproposals to the proposed resolutions	March 5, 2021 at 4.00 p.m. EET
Possible counterproposals published on this webpage	March 8, 2021
Registration and advance voting begins	March 8, 2021 at 12.00 p.m. EET
Deadline for presenting questions in advances	March 10, 2021 at 4.00 p.m. EET
Record date of the AGM	March 11, 2021
Responses to advance questions published at this site	March 12, 2021
Registration and advance voting for directly registered shareholders ends	March 16, 2021 at 4.00 p.m. EET
Registration and advance voting for holders of nominee registered shares ends	March 18, 2021 at 10.00 a.m. EET
Annual General Meeting, webcast at 1.00 p.m.	March 23, 2021
Record date for dividend	March 25, 2021
Minutes of the AGM available on this webpage	April 6, 2021 at the latest
Dividend payment date	April 7, 2021

 

Counterproposals concerning the proposed decisions

Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The Company will publish the counterproposals eligible for voting on the Company’s website no later than on March 8, 2021.

In connection with the counterproposal, the shareholders must present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting.

The counterproposals had to be delivered to the Company by email to anne.grahn-loytanen@valmet.com no later than on March 5, 2021 at 4:00 p.m. No counterproposals were received.

 

Advance questions

Shareholders had the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act by email to the address ir@valmet.com no later than on March 10, 2021 at 4:00 p.m. Finnish time. Asking questions requires the shareholder to present an adequate statement of their shareholding in the Company.

The Company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on this site on March 12, 2021 at the latest. No questions were received.

 

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2021. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

Valmet Oyj's Annual General Meeting 2020 was held on Tuesday, June 16, 2020 at 1:00 p.m. EET in Messukeskus, Messuaukio 1, 00520 Helsinki

 

Meeting materials

• Minutes of the Annual General Meeting
• Decisions taken by the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Members of the Board of Directors proposed by the Nomination Board

 

• Registration details
• Webcast
• Remuneration Policy
• Important dates
• Representation by proxy and proxy templates
• Advance voting
• Advance questions
• Privacy statements

Valmet’s Annual Review and Financial Statements (incl. Report of the Board of Directors and Auditor’s report) for 2019

Decisions taken by Valmet Oyj’s Annual General Meeting and Board of Directors

 

Registration details

 

Registration for the Annual General Meeting has ended on June 11, 2020 at 10 a.m. EET.

Each shareholder who is registered on June 4, 2020 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, has to register for the meeting no later than on June 11, 2020 at 10:00 a.m. EET by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period.

In connection with the registration, a shareholder must state his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative, the personal identification number of the proxy representative or statutory representative as well as a confirmation whether the shareholder will participate in the meeting at the meeting venue in person. The personal data given to Valmet Oyj by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative must, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

 

Webcast

 

Registration to view the webcast has ended on June 14, 2020 at 1 p.m. EET.

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

To be able to view the webcast, shareholder needs to

1. Register to the Annual General Meeting, and
2. Register to view the webcast. Registration requires authentication with Finnish bank identification or mobile id.

 

Important dates

Registration for the meeting begins	April 23, 2020
Record date of the AGM	June 4, 2020
Registration for AGM closes	June 11, 2020 at 10.00 a.m. EET
Advance voting	until June 11, 2020 at 10.00 a.m. EET
Advance questions	until June 11, 2020 at 10.00 a.m. EET
Annual General Meeting	June 16, 2020
Record date for dividend	June 18, 2020
Minutes of the AGM available on this site	June 30, 2020 at the latest
Dividend payment date	June 25, 2020

 

Shareholders were entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Wednesday, April 22, 2020.

 

Representation by proxy

A shareholder may participate in the Annual General Meeting by way of proxy representation.

A shareholder can authorize a proxy representative designated by the Company to represent the shareholder in the meeting. The proxy representative will be a person working for Castrén & Snellman Attorneys Ltd. 

Power of attorney in English
Power of attorney in Finnish

A shareholder may also authorise another proxy representative. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

Proxy template in English
Proxy template in Finnish

When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be notified in connection with registration, and they are requested to be delivered by email to the address mirka.pirinen@valmet.com before the last date for registration.

 

Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the Annual General Meeting during the time period April 23, 2020 until June 11, 2020 at 10:00 a.m. EET.

To vote in advance, the shareholder must first register to the Annual General Meeting. The advance voting section can be found in the same registration portal, and the voting can be done when registering, or the shareholder can return to vote later through the same link.

The shareholder needs to enter the valid book-entry account number. The number of votes, the shareholder may cast in advance, will be confirmed on the record date of the Annual General Meeting in accordance with holdings on the book-entry account.

Unless a shareholder voting in advance will be present in the general meeting in person or by way of proxy representation, he/she may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote and if decision proposals have changed after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted.

 

Advance questions

Shareholders have the possibility to submit questions concerning matters on the agenda of the general meeting in advance. The questions must be submitted by email to the address ir@valmet.com by June 11, 2020 10 a.m. EET. The Company will seek to address the questions during the meeting to the extent possible.

 

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2020. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

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In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Valmet Oyj will seek to keep the general meeting as short as possible and to limit the number of participants. 

For the same reason, the Company respectfully requests that its shareholders give serious thought to whether it is necessary for them to participate in the general meeting at the meeting venue in person.

Shareholders are advised to primarily follow the meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company. Shareholders have also a possibility to submit advance questions concerning matters on the agenda of the Annual General Meeting.

Valmet Oyj's Annual General Meeting 2019 was held on Thursday, March 21, 2019 at 1:00 p.m. in the Hall 101 of Messukeskus, Messuaukio 1, 00520 Helsinki. 

• Registration details
• Meeting materials 
• Introduction of proposed new Board member
• Location details
• Important dates
• Representation by proxy and proxy templates
• Privacy statements

Meeting materials

• Minutes of the Annual General Meeting
• Decisions taken by the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
  
• Board of Directors' proposals to the Annual General Meeting
  
• Agenda

See also Valmet's Annual Report, Financial Statements and Corporate Governance Statement for 2018.

Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors

Valmet Oyj's stock exchange release on March 21, 2019 at 4:30 p.m. EET

The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 21, 2019. The Annual General Meeting adopted the Financial Statements for 2018 and discharged the members of the Board of Directors and the President and CEO from liability for the 2018 financial year. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing company shares and to resolve on the issuance of shares and the issuance of special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay dividends of EUR 0.65 per share for the financial period ended on December 31, 2018. The dividend will be paid to shareholders who on the dividend record date of March 25, 2019 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividends will be paid on April 4, 2019.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as seven and appointed Mikael Mäkinen as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Tarja Tyni and Rogério Ziviani will continue as members of the Board. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2020.

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chairman of the Board of Directors EUR 110,000; to the Vice-Chairman of the Board of Directors EUR 66,000; and to the other members of the Board of Directors EUR 52,800 each. Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.

In addition, a meeting fee in the amount of EUR 700 will be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and EUR 2,800 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2019 to March 31, 2019.

Election of the auditor

The Annual General Meeting appointed PricewaterhouseCoopers Oy, authorized public accountants, as the company's auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Jouko Malinen, APA.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available as of April 4, 2019 on the company's website www.valmet.com/agm.

Decisions of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the company. With the exception of Aaro Cantell, all other board members are independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.

The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen.

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.

Personnel representation

The Board of Directors decided to invite Riina Vilander to participate in the Board of Directors meetings as the personnel representative elected by Valmet's personnel groups in Finland. She will participate in the meetings of Valmet's Board of Directors as an invited expert, and her term of office is the same as the Board members' term.

Registration details

Registration for the Annual General Meeting has ended on March 18, 2019 at 10 a.m. EET.

Read the privacy statement.

Alternatively a notice of participation can be given:

• by telephone to the number +358 20 770 6884 (on weekdays between 9.00 a.m. and 4.00 p.m.) or
• by sending a written notification to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland.

In connection with the registration, a shareholder shall notify:

• his/her name - personal identification number (social security number) or business identity code (BIC), address, telephone number
• the name of possible assistant, proxy representative or statutory representative, as well as the personal identification number (social security number) of the proxy representative or statutory representative.

The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

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Introduction of the new proposed Board member

The Nomination Board's proposal for the composition and remuneration of the Board was published on January 24, 2019 as a stock exchange release. 

Proposed new Board member:

 

Mikael Mäkinen (1956) works as President, Marine at Rolls-Royce Plc since 2014. He is a member of the Rolls-Royce Executive Team. Prior to this, Mäkinen was President of MacGregor during 2012–2014 and President and CEO of Cargotec Corporation during 2006–2012. He held several positions within Wärtsilä Group between 1982–2006.

 

 

 

 

 

CV of proposed new Board member is available here. See also Valmet's Board of Directors. 

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Location details

Messukeskus is located close to the centre of Helsinki at Messuaukio 1, 00520 Helsinki, Finland.

• Tram 7 to the city centre stops in front of Messukeskus. Tram 9 to the city centre stops in front of Pasila railway station, a 300-metre walk from Messukeskus.
• All local and long-distance trains stop at the Pasila railway station. Trains from Helsinki city centre to Pasila take just five minutes.
• Buses: 506 and 69 to Messukeskus, and bus 551 from Espoo to Pasila railway station. View the timetables at Reittiopas website. 
• Helsinki–Vantaa Airport is 13 kilometres from Messukeskus. Airport trains (I-train and P-train) run nonstop between the Aviapolis station and the Pasila railway station. The journey by train takes around 30 minutes. By taxi, the journey takes approximately 15 minutes.
• There is also a car park at Messukeskus. As in previous years, Valmet will pay for the parking fee for the meeting participants at Messukeskus. Upon arrival, please inform your car registration number at the cloakroom where the registration number will be logged to the Europark Tap & Park -application. When leaving Messukeskus, the system will automatically recognize the registration number and no separate parking receipt is needed.
• A taxi rank is located in front of the Southern entrance of Messukeskus.

More information at the Messukeskus website.

After the Annual General Meeting coffee/tea and something sweet and savoury will be served. In line with Valmet’s sustainable approach the products are mainly Finnish and partly locally sourced. 

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Important dates

Registration for the meeting begins	February 7, 2019
Record date of the AGM	March 11, 2019
Registration for AGM closes	March 18, 2019 at 10.00 a.m. EET
Annual General Meeting	March 21, 2019
Record date for dividend	March 25, 2019
Minutes of the AGM available on this site	April 4, 2019 at the latest
Dividend payment date	April 4, 2019

 

Shareholders were entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Monday, January 21, 2019.

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Representation by proxy

A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last date for registration.

Proxy templates 

In English
In Finnish

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Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2019. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

 Back to top

• Meeting materials 
• Registration details
• Introduction of proposed new Board members
• Location details
• Important dates
• Representation by proxy and proxy templates
• Privacy statements

 

Meeting materials

• Minutes of the Annual General Meeting
• Decisions taken by the Annual General Meeting
• President and CEO Pasi Laine's presentation at the Annual General Meeting
• Notice convening the Annual General Meeting
• Board of Directors' proposals to the Annual General Meeting
• Agenda

See also Valmet's Annual Report, Financial Statements and Corporate Governance Statement for 2017.

 

Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors

Valmet Oyj's stock exchange release on March 21, 2018 at 4:20 p.m. EET

The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 21, 2018. The Annual General Meeting adopted the Financial Statements for 2017 and discharged the members of the Board of Directors and the President and CEO from liability for the 2017 financial year. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing company shares and to resolve on the issuance of shares and the issuance of special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay dividends of EUR 0.55 per share for the financial period ended on December 31, 2017. The dividend will be paid to shareholders who on the dividend record date of March 23, 2018 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividends will be paid on April 5, 2018.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as seven and appointed Bo Risberg as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Monika Maurer and Pekka Kemppainen were appointed as new members of the Board. Rogério Ziviani, Tarja Tyni and Eriikka Söderström will continue as members of the Board. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2019.

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.

In addition, a meeting fee in the amount of EUR 700 will be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and EUR 2,800 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors are obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2018 to March 31, 2018.

Election of the auditor

The Annual General Meeting appointed PricewaterhouseCoopers Oy, authorized public accountants, as the company's auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Jouko Malinen, APA.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available as of April 4, 2018 on the company's website www.valmet.com/agm.

Decisions of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the company. With the exception of Aaro Cantell, all other board members are independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Audit Committee and the Remuneration and HR Committee from amongst its members.

The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen.

The members of the Remuneration and HR Committee are Bo Risberg (Chairman), Aaro Cantell and Monika Maurer.

Personnel representation

Riina Vilander will participate in the meetings of Valmet's Board of Directors as the personnel representative elected by Valmet's personnel groups in Finland. She will participate in the meetings of Valmet's Board of Directors as an invited expert, and her term of office is the same as the Board members' term.

Registration details

 

Registration for the Annual General Meeting has ended on March 16, 2018 at 10 a.m. EET

Read the privacy statement.

Alternatively a notice of participation can be given:

• by telephone to the number +358 20 770 6884 (on weekdays between 9.00 a.m. and 4.00 p.m.)
• by telefax to the number +358 10 672 0300, or
• by sending a written notification to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland.

In connection with the registration, a shareholder shall notify:

• his/her name - personal identification number (social security number) or business identity code (BIC), address, telephone number
• the name of possible assistant, proxy representative or statutory representative, as well as the personal identification number (social security number) of the proxy representative or statutory representative. 

The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

 

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Introduction of the new proposed Board members

The Nomination Board's proposal for the composition and remuneration of the Board was published on January 24, 2018 as a stock exchange release. 

Proposed new Board members: 

Monika Maurer (born 1956) was previously Chief Operating Officer of Nokia Group and, prior to this, Chief Operating Officer of Nokia's Fixed Networks Business Group. She has also since 1985 held several positions at Alcatel-Lucent and Alcatel AG, including Chief Operating Officer of Alcatel-Lucent's Fixed Networks Business Line between 2012 and 2016.

 

 

 

 

 

Pekka Kemppainen (born 1954) was previously Managing Director of KONE Elevators Australia. He has since 1984 held several positions within KONE, including Executive Vice President for Service Business between 2010 and 2017, and Executive Vice President & Area Director of Asia Pacific between 2004 and 2010.

 

 

 

CVs of proposed new Board members are available here. See also Valmet's Board of Directors. 

 

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Location details

Messukeskus is located close to the centre of Helsinki at Messuaukio 1, 00520 Helsinki, Finland.

 

• Trams 7 and 9 to the city centre stop in front of Messukeskus.
• All local and long-distance trains stop at the Pasila railway station, a 300-metre walk from Messukeskus. Trains from Helsinki city centre to Pasila take just five minutes.
• Buses: 506 and 69 to Messukeskus, and bus 551 from Espoo to Pasila railway station. View the timetables at Reittiopas website. 
• Helsinki–Vantaa Airport is 13 kilometres from Messukeskus. Airport trains (I-train and P-train) run nonstop between the Aviapolis station and the Pasila railway station. The journey by train takes around 30 minutes. By taxi, the journey takes approximately 15 minutes.
• There is also a car park at Messukeskus.
• A taxi rank is located in front of the Southern entrance of Messukeskus.

More information at the Messukeskus website.

 

Back to top

 

Important dates

Registration for the meeting begins	February 6, 2018
Record date of the AGM	March 9, 2018
Registration for AGM closes	March 16, 2018 at 10.00 a.m. EET
Annual General Meeting	March 21, 2018
Record date for dividend	March 23, 2018
Minutes of the AGM available on this site	April 4, 2018 at the latest
Dividend payment date	April 5, 2018

Shareholders were entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 19, 2018.

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Representation by proxy

A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last date for registration.

Proxy templates

In English

In Finnish

 

Back to top

 

Privacy statement

The personal data of shareholders collected in the registration procedure, such as the personal identity code and the number of the book-entry account, will not be used for any other purposes than for identifying the shareholders and for confirming their share ownership. The technical provider of the registration system is Euroclear Finland Ltd. Connection to the system is encrypted with SSL-technology.

 

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• Resolutions of the Annual General Meeting 2017
• Meeting materials 
• Registration details
• Introduction of proposed Board members
• Location details
• Important dates
• Representation by proxy
• Personal data of shareholders

 

Valmet Oyj's Annual General Meeting was held on Thursday, March 23, 2017 at 12.00 noon in Messukeskus, Messuaukio 1, 00520 Helsinki. The reception of persons who had registered for the meeting and the distribution of voting tickets commenced at 11.00 a.m.

President and CEO Pasi Laine's review at the Annual General Meeting 2017

 

Resolutions of the Annual General Meeting 2017

Valmet Oyj's stock exchange release on March 23, 2017 at 3:45 p.m. EET

The Annual General Meeting of Valmet Oyj was held in Helsinki today. The Annual General Meeting adopted the Financial Statements for 2016 and discharged the members of the Board of Directors and the President and CEO from liability for the 2016 financial year. The Annual General Meeting approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing company shares and to resolve on the issuance of shares and the issuance of special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay dividends of EUR 0.42 per share for the financial period ended on December 31, 2016. The dividend shall be paid to shareholders who on the dividend record date of March 27, 2017 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividends will be paid on April 6, 2017.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as seven and appointed Bo Risberg as Chairman of Valmet Oyj's Board and Jouko Karvinen as Vice Chairman. Eriikka Söderström was appointed as a new member of the Board. Lone Fønss Schrøder, Rogério Ziviani, Aaro Cantell and Tarja Tyni will continue as members of the Board. The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.

Remuneration of the Board of Directors

The Annual General Meeting resolved that the Chairman of the Board would be paid EUR 100,000, the Vice Chairman EUR 60,000 and the other members of the Board EUR 48,000 each as annual remuneration. Furthermore, the Annual General Meeting decided that a base fee of EUR 7,000 shall be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee. In addition, for each meeting of the Board of Directors or the committees of the Board of Directors, a fee of EUR 700 will be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 will be paid to the members of the Board that reside outside Europe.

The Annual General Meeting resolved that, as a condition for the annual remuneration, the members of the Board of Directors be obliged, directly based on the Annual General Meeting's decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares on the market at a price formed in public trading at Nasdaq Helsinki's stock exchange list and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2017 to March 31, 2017.

Election of the auditor

PricewaterhouseCoopers Oy, authorized public accountants, was appointed as the company's auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Jouko Malinen, APA.

The minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available as of April 6, 2017 on the company's website www.valmet.com/agm.

Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026
Calle Loikkanen, Director, Investor Relations, Valmet, tel. +358 10 672 0020

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Meeting materials

• Minutes of the Annual General Meeting 2017
• CEO's review at the Annual General Meeting 2017
• Notice convening the Annual General Meeting 2017
• Board of Directors' proposals to the Annual General Meeting 2017
• Agenda

 

Link to Valmet Annual Report 2016

Link to Valmet Corporate Governance Statement 2016

 

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Registration details

Registration for the Annual General Meeting must be done no later than March 20, 2017 at 10.00 a.m. local time.

Alternatively a notice of participation can be given:

• by telephone to the number +358 20 770 6884 (on weekdays between 9.00 a.m. and 4.00 p.m.)
• by telefax to the number +358 10 672 0300, or
• by sending a written notification to Valmet Oyj, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland.

In connection with the registration, a shareholder shall notify:

• his/her name - personal identification number (social security number) or business identity code (BIC)
• address, telephone number
• the name of possible assistant, proxy representative or statutory representative, as well as the personal identification number (social security number) of the proxy representative or statutory representative. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.

The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

 

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Introduction of proposed Board members

The Nomination Board's proposal for the composition and remuneration of the Board was published on January 16, 2017 as a stock exchange release.

The proposed members are presented here.

 

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Location details

Messukeskus is located close to the centre of Helsinki at Messuaukio 1, 00520 Helsinki, Finland.

• Trams 7A, 7B, and 9 to the city centre stop in front of the Southern entrance of Messukeskus.
• All local and long-distance trains stop at the Pasila railway station, a 300-metre walk from Messukeskus. Trains from Helsinki city centre to Pasila take just five minutes.
• Buses 506 and 69 stop at Messukeskus. The nearest stop for buses 504 and 505 is located at the Pasila railway station.
• Helsinki–Vantaa Airport is 13 kilometres from Messukeskus. Airport trains (I-train and P-train) run nonstop between the Aviapolis station and the Pasila railway station. The journey by train takes around 30 minutes. By taxi, the journey takes approximately 15 minutes.
• There is also a car park at Messukeskus.
• A taxi rank is located in front of the Southern entrance of Messukeskus.

More information can be found from the Messukeskus website.

 

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Important dates

Registration for the meeting begins	February 8, 2017
Record date of the AGM	March 13, 2017
Registration for AGM closes	March 20, 2017 at 10.00 a.m. local time
Annual General Meeting	March 23, 2017
Record date for dividend	March 27, 2017
Minutes of the AGM available on this site	April 6, 2017 at the latest
Dividend payment date	April 6, 2017

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. The shareholders were entitled to notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 20, 2017.

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Representation by proxy

A shareholder may participate in the Annual General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Valmet Corporation, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last date for registration.

Proxy templates

In English

In Finnish

 

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Personal data of shareholders

The personal data of shareholders collected in the registration procedure, such as the personal identity code and the number of the book-entry account, will not be used for any other purposes than for identifying the shareholders and for confirming their share ownership. The technical provider of the registration system is Euroclear Finland Ltd. Connection to the system is encrypted with SSL-technology.

 

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