Annual General Meeting 2023

Valmet’s Annual General Meeting was held on March 22, 2023 at 1:00 p.m. (Finnish time) at Marina Congress Center, Katajanokanlaituri 6, 00160, Helsinki, Finland

Meeting materials:

Instructions for the participants:

 

Decisions taken by the Annual General Meeting

Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors

Valmet Oyj’s stock exchange release on March 22, 2023 at 4:15 p.m. EET

The Annual General Meeting of Valmet Oyj (“Valmet” or the “Company”) was held in Helsinki today on March 22, 2023. The Annual General Meeting adopted the Financial Statements for 2022 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2022. 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 1.30 per share for the financial period ended on December 31, 2022. The dividend will be paid in two instalments.

The first instalment of EUR 0.65 per share will be paid to shareholders who on the dividend record date March 24, 2023 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend will be paid on April 5, 2023.

The second instalment of EUR 0.65 per share will be paid in October 2023. The second instalment will be paid to shareholders who on the dividend record date are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend record date and payment date will be resolved by the Board of Directors in its meeting scheduled for September 28, 2023. The dividend record date for the second instalment would be October 2, 2023 and the dividend payment date October 12, 2023.

 

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 Jaakko Eskola as Vice-Chairman. Aaro Cantell, Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka Söderström 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 2024.

 

Remuneration of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board remains unchanged and will be 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.

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 Interim Review for the period January 1, 2023 to March 31, 2023.

 

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 9,200,000 of the Company’s own shares in one or several tranches. This corresponds to approximately 5.0 percent of all the shares in the Company. 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 subject to the conditions mentioned in the Finnish Companies Act. Based on this authorization, a maximum number of 18,500,000 shares may be issued, which corresponds to approximately 10.0 percent of all the shares in Valmet.

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.

 

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 will be available on the Company’s website as of April 5, 2023 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), Anu Hämäläinen and Pekka Kemppainen.

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell, Jaakko Eskola 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 in 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

Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

Each shareholder who is registered on the record date of the Annual General Meeting March 10, 2023 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 their personal Finnish book-entry account or equity savings account, is registered in the shareholders’ register of the Company. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, has to register for the meeting no later than on March 15, 2023 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 9, 2023 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:

  • Through this link - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

For natural persons, electronic registration requires secure strong electronic authentication, and a shareholder may register by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic registration does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book-entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorization service further described below, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate.

  • By regular mail addressed to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland. - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

  • By e-mail addressed to yhtiokokous@euroclear.eu. - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

In connection with the registration, a shareholder must state their name, personal identification number or business identity code, address, telephone number and the name of a proxy representative, legal representative or assistant, if any, and the personal identification number of the proxy representative, legal representative or assistant, as applicable. Any personal data provided to Valmet or Euroclear Finland Oy by a shareholder will only be used for the purposes of the General Meeting and for the processing of related registrations.

The shareholder, their proxy representative, legal representative or assistant, if any, shall be able to prove their identity and/or right of representation at the General Meeting.

Voting in advance

Advance voting for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from February 9, 2023 at 10:00 a.m. until March 15, 2023 at 4:00 p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish Companies Act, request a vote at the General Meeting or vote on a possible counterproposal only if they are present at the General Meeting by themselves or by proxy.

Advance voting can be done in the following ways:

  • Through this link - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

For natural persons, electronic advance voting requires secure strong electronic authentication, and a shareholder may register and vote by logging in using their personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal entities, electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book-entry account and other information required. If a shareholder that is a legal entity uses the electronic Suomi.fi authorization service further described above, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate.

  • by email or regular mail - Registration for the Annual General Meeting has ended on March 15, 2023 at 4:00 p.m. EET.

A shareholder may submit the advance voting form available here or corresponding information to Euroclear Finland Oy by email addressed to yhtiokokous@euroclear.eu, or by regular mail addressed to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.

If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration. The advance votes must be received by the end of the registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the General Meeting record date March 10, 2023 would be entitled to be registered in the shareholders’ register 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 17, 2023 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the General Meeting 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, registration in the General Meeting and advance voting from their 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 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 their rights at the meeting also by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.

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 or equity savings 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 by email to the address titta.ware@valmet.com before the expiry of the registration period on March 15, 2023 at 4:00 p.m. (EET), by which time the proxy documents must be received.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify themself with strong electronic authentication in the general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with a Finnish online banking credentials or a mobile certificate. More information on www.suomi.fi/e-authorizations.

Location details

  • Scandic Marina Congress Center is located in Katajanokka, Helsinki, at the address Katajanokanlaituri 6, 00160 Helsinki, opposite the Scandic Grand Marina Hotel. Valmet's General meeting will be held on the 2nd floor of the congress center.

  • We recommend arriving on site by public transport, as there are only very few possible parking spaces.

  • Trams 4 and 5 come to Katajanokka near to the Scandic Marina Congress Center. The nearest stop is named “Kauppiaankatu” and it’s located two blocks away from Scandic Marina Congress Center (approx. 200 m walk).

  • There’s a taxi station in front of the entrance of the Scandic Grand Marina Hotel.

  • More information on the Scandic Marina Congress Center’s website.

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 watch the webcast, the shareholder must first register for the Annual General Meeting and the webcast.

  • Those who have registered for the webcast will receive a username and a password from Euroclear in two separate email messages to watch the webcast.

Link to the webcast.

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the Annual General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the Annual General Meeting through the webcast. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.

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, addressed to rasmus.oksala@valmet.com, 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, 2023.

Privacy statements

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2023. 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.

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