Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors
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, 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.
For further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020
VALMET
Kari Saarinen
CFO
Pekka Rouhiainen
Director, Investor Relations
Valmet is the leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. We aim to become the global champion in serving our customers.
Valmet’s strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers’ processes and enhance the effective utilization of raw materials and energy.
Valmet’s net sales in 2021 were approximately EUR 3.9 billion. Our more than 14,000 professionals around the world work close to our customers and are committed to moving our customers’ performance forward – every day. Valmet’s head office is in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.
Read more www.valmet.com, www.twitter.com/valmetglobal
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