Annual General Meeting 2022

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

 

 

Instructions for the participants 

 

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.

Updated; Apr 6, 2022