Annual General Meeting 2024

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.