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
Valmet’s Annual Review and Financial Statements (incl. Report of the Board of Directors and Auditor’s report) for 2019
Valmet Oyj’s stock exchange release on June 16, 2020 at 4:00 p.m. EET
The Annual General Meeting of Valmet Oyj was held in Helsinki today on June 16, 2020. The Annual General Meeting adopted the Financial Statements for 2019 and discharged the members of the Board of Directors and the President and CEO from liability for the 2019 financial year. 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. The Annual General Meeting also approved the remuneration policy for governing bodies.
The Annual General Meeting decided to pay dividends of EUR 0.80 per share for the financial period ended on December 31, 2019. The dividend will be paid to shareholders who on the dividend record date June 18, 2020 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on June 25, 2020.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as seven 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. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2021.
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 115,000; to the Vice-Chairman of the Board of Directors EUR 67,500; and to the other members of the Board of Directors EUR 54,000 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 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 April 1, 2020 to June 30, 2020.
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
The minutes of the Annual General Meeting will be available as of June 30, 2020 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.
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 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 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.
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
|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.
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.
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.
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 firstname.lastname@example.org before the last date for registration.
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.
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 email@example.com by June 11, 2020 10 a.m. EET. The Company will seek to address the questions during the meeting to the extent possible.
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.
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.