Valmet Corporation's Annual General Meeting was held on Friday, March 27, 2015 at 3:00 p.m. in the Hall A of Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets commenced at 2:00 p.m.
The minutes of the Annual General Meeting has been published and they can be found under "Materials related to AGM"
Presentation material for the review by the President and CEO: Moving forward after strong 2014
• Resolutions of the Annual General Meeting of Valmet Corporation
• Important dates in connection with the AGM
• Registration details
• Proxy representative and powers of attorney
• Power of attorney templates
• Arrival for the meeting
• Description of personal data file
• Introduction to proposed members of the Board of Directors
• Materials related to AGM
Resolutions of the Annual General Meeting of Valmet Corporation
Valmet Corporation’s stock exchange release on March 27, 2015 at 5:00 p.m. EET
The Annual General Meeting of Valmet Corporation was held in Helsinki today. The Annual General Meeting adopted the Financial Statements for 2014 and discharged the members of the Board of Directors and the President and CEO from liability for the 2014 financial year. The Annual General Meeting approved the Board of Directors' proposals, which concerned authorizing the Board to resolve on repurchasing company shares and to resolve on the issuance of shares and the issuance of special rights entitling to shares.
The Annual General Meeting decided to pay dividends of EUR 0.25 per share for the financial period ended on December 31, 2014. The dividend shall be paid to shareholders who on the dividend record date of March 31, 2015 are registered in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividends will be paid on April 10, 2015.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as seven and appointed Bo Risberg as a new member of the Board. Bo Risberg was appointed as Chairman of Valmet Corporation's Board and Mikael von Frenckell as Vice Chairman. Lone Fønss Schrøder, Friederike Helfer, Pekka Lundmark, Erkki Pehu-Lehtonen 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 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 and Chairman of the Audit Committee EUR 60,000 and the other members of the Board EUR 48,000 as annual remuneration. 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 Corporation shares on the market at a price formed in public trading on the Helsinki Stock Exchange and that the purchase would have to be carried out within two weeks from the publication of the Interim Review for the period January 1 to March 31, 2015.
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 10, 2015 on the company's website www.valmet.com/agm.
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet Corporation, tel. +358 10 672 0026
Hanna-Maria Heikkinen, Vice President, Investor Relations, Valmet Corporation, tel. +358 10 672 0007
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Important dates in connection with the AGM
|Registration for the meeting begins||February 6, 2015|
|Record date of the AGM||March 17, 2015|
|Registration for AGM closes||March 24, 2015 at 10:00 a.m. local time|
|Annual General Meeting||March 27, 2015|
|Record date for dividend:||March 31, 2015|
|Dividend payment date||April 10, 2015|
|The minutes of the AGM available on this site||April 10, 2015 at the latest|
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 shareholder must notify the Board of an issue to be added to the Annual General Meeting agenda by Friday, January 23, 2015.
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Registration for the Annual General meeting must be done no later than March 24, 2015 at 10.00 a.m. local time via a registration link.
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 the address Valmet Corporation, 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 the 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 Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The registration for Annual General Meeting 2015 is now closed.
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Proxy representative and powers of attorney
A shareholder may participate in the 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 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 delivered in originals to the address Valmet Corporation, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last date for registration.
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Power of attorney templates
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Arrival for the meeting
Finlandia Hall is situated at Mannerheimintie 13 e, FI-00100 Helsinki, Finland
Trams 4, 7, and 10 stop on Mannerheimintie in front of Finlandia Hall (National Museum stop).
Finlandia Hall’s taxi stand can be found on Karamzininranta, in front of the K1 entrance. Taxis can also be asked to pick up guests on the Mannerheimintie side of the building.
Q-Park Finlandia is located nearby and connected to Finlandia Hall by an underground walkway during Finlandia Hall's opening hours. The entrance to the car park is on Karamzininranta. Valmet accounts for the parking expenses of the annual general meeting participants and parking tickets can be fetched from the cloakroom.
More information on the Finlandia Hall website.
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Description of personal data file
The personal data of shareholders collected in the registration procedure, such as the personal identity code and the number of the book-entry accound, will not be used for any other purposes than for identifying the shareholder 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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Introduction to member of board candidates
The Nomination Board's proposal for the composition and remuneration of the Board was published on January 22, 2015 as a stock exchange release.
The proposed members are presented here.
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Materials related to AGM
• Notice to the Annual General Meeting 2015
• The Board of Directors' proposals
• Agenda for the Annual General Meeting 2015
• Presentation material for the review by the President and CEO: Moving forward after strong 2014
• The minutes of the Annual General Meeting 2015
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Updated: April 10, 2015