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Annual General Meeting 2017

 

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

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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Updated; Mar 23, 2017