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, 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.
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, Vice President, Investor Relations, Valmet, tel. +358 10 672 0020
VALMET
Katri Hokkanen
CFO
Pekka Rouhiainen
Vice President, Investor Relations
DISTRIBUTION:
Nasdaq Helsinki
Major media
Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. With our automation systems and flow control solutions, we serve an even wider base of process industries. Our 17,500 professionals around the world work close to our customers and are committed to moving our customers’ performance forward – every day.
The company has over 220 years of industrial history and a strong track record in continuous improvement and renewal. In 2022, a major milestone was achieved when the flow control company Neles was merged into Valmet. Valmet’s net sales in 2022 were approximately EUR 5.1 billion.
Valmet’s shares are listed on the Nasdaq Helsinki, and the head office is in Espoo, Finland.
Follow us on valmet.com | Twitter | Twitter (IR) | LinkedIn | Facebook | YouTube | Instagram |
