The Annual General Meeting of Valmet Oyj was held on Tuesday, March 23, 2021 at 1:00 p.m. at the office of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, FI-00130, Helsinki, Finland.
Valmet Oyj's stock exchange release on March 23, 2021 at 4:00 p.m. EET
The Annual General Meeting of Valmet Oyj was held in Helsinki today on March 23, 2021. The Annual General Meeting adopted the Financial Statements for 2020 and discharged the members of the Board of Directors and the President and CEO from liability for the 2020 financial year. In respect of the approval of the Remuneration Report 2020, the majority of votes objected to the approval of the Remuneration Report. The decision is advisory. 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 decided to pay dividends of EUR 0.90 per share for the financial period ended on December 31, 2020. The dividend will be paid to shareholders who on the dividend record date March 25, 2021 are registered in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on April 7, 2021.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as eight 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. Per Lindberg was elected as a new Board member. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2022.
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 118,000; to the Vice-Chairman of the Board of Directors EUR 70,000; and to the other members of the Board of Directors EUR 56,000 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 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 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 January 1, 2021 to March 31, 2021.
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
Advance voting was held on matters 7-17 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 are available as an attachment in this stock exchange release and 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 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 for the Annual General Meeting and advance voting has ended on March 16, 2021 at 16.00 p.m. EET.
It will not be possible to participate in the meeting in person at the meeting venue. The Company’s shareholders can participate in the General Meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance.
Shareholders who have registered for the meeting may follow the meeting online via a webcast. Shareholders are asked to take into account that only following the meeting via webcast is not considered as official participation in the General Meeting and that it does not make it possible for the shareholders to exercise their rights in the General Meeting.
On February 4, 2021, the Company published a notice convening the Annual General Meeting, which notice the Company cancelled on March 2, 2021 due to the rapidly deteriorating COVID-19 pandemic status. Registrations made or advance votes given based on the previous notice are not valid.
Each shareholder who is registered on the record date of the General Meeting, March 11, 2021 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.
Shareholders can participate in the General Meeting only by voting in advance either in person or by way of a proxy representative.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting by voting in advance, has to register for the meeting and vote in advance no later than on March 16, 2021 at 4:00 p.m. by which time the registration and votes must have been received.
Shareholders with a Finnish book-entry account can register for the meeting and vote in advance on certain matters on the agenda of the General Meeting between March 8, 2021 at 12 noon and March 16, 2021 4:00 p.m.
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.
If a shareholder participates in the General Meeting by submitting advance votes to Euroclear Finland Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the meeting, provided that the information required for registration and advance voting listed below has been given.
In connection with the registration and advance voting, the requested information, such as the shareholder’s name, personal identification number or business identity code, address, telephone number and the name of a possible proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative, must be given. The personal data given to Valmet Oyj or Euroclear Finland Oy by shareholders is used only in connection with the Annual General Meeting and with the processing of related registrations.
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the General Meeting record date March 11, 2021 would be entitled to be registered in the shareholders’ register of the Company 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, 2021 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the 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 and participation in the General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of 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.
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 is attorney Teresa Kauppila of Castrén & Snellman Attorneys Ltd, or a person appointed by her.
Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible delivery fees of the proxy document and related material. Further information about the designated proxy representative is available at https://www.castren.fi/people/teresa-kauppila/.
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 are requested to be delivered by email to the address email@example.com before the end of the registration period on March 16, 2021 at 4:00 p.m., by which time the proxy documents must have been received.
Submitting to the Company a proxy document before the end of registration and advance voting period constitutes due registration for the General Meeting, provided that it includes the information required for registration listed above. The shareholder’s proxy representative must vote in advance as set earlier on this site. However, submitting to the Company a model proxy document available on the Company’s website which is addressed to the proxy representative designated by the Company before the end of the registration and advance voting period constitutes due registration for the General Meeting and due advance voting, provided that it includes the information and voting instructions requested in the model proxy document.
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.
Detailed instructions on following the webcast are available here.
Shareholders are asked to take into account that following the meeting via webcast is not considered as official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting.
The Nomination Board's proposal for the composition and remuneration of the Board was published on November 30, 2020 as a stock exchange release.
Proposed new Board member:
Per Lindberg (born 1959) is currently Senior Advisor at Peymar Holding AB. Previously he served as President and CEO of Epiroc AB between 2018–2020. Prior to that he was President and CEO of BillerudKorsnäs AB between 2012–2017, President and CEO of Billerud AB 2005–2012, and President of Korsnäs AB 2001–2005. He was Vice President at Investment AB Kinnevik between 2004–2005 and did management consulting at Applied Value Corporation in Chicago in 1997–2001. Between 1990–1997, Lindberg was an Associate professor at Chalmers University of Technology in Gothenburg.
|Deadline for a counterproposals to the proposed resolutions||March 5, 2021 at 4.00 p.m. EET|
|Possible counterproposals published on this webpage||March 8, 2021|
|Registration and advance voting begins||March 8, 2021 at 12.00 p.m. EET|
|Deadline for presenting questions in advances||March 10, 2021 at 4.00 p.m. EET|
|Record date of the AGM||March 11, 2021|
|Responses to advance questions published at this site||March 12, 2021|
|Registration and advance voting for directly registered shareholders ends||March 16, 2021 at 4.00 p.m. EET|
|Registration and advance voting for holders of nominee registered shares ends||March 18, 2021 at 10.00 a.m. EET|
|Annual General Meeting, webcast at 1.00 p.m.||March 23, 2021|
|Record date for dividend||March 25, 2021|
|Minutes of the AGM available on this webpage||April 6, 2021 at the latest|
|Dividend payment date||April 7, 2021|
Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The Company will publish the counterproposals eligible for voting on the Company’s website no later than on March 8, 2021.
In connection with the counterproposal, the shareholders must present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting.
The counterproposals had to be delivered to the Company by email to firstname.lastname@example.org no later than on March 5, 2021 at 4:00 p.m. No counterproposals were received.
Shareholders had 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 email@example.com no later than on March 10, 2021 at 4:00 p.m. Finnish time. Asking questions requires the shareholder to present an adequate statement of their shareholding in the Company.
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 12, 2021 at the latest. No questions were received.
The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2021. 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.