Annual General Meeting 2024

Valmet’s Annual General Meeting is to be held on March 21, 2024 starting at 1:00 p.m. (EET) at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland.

Valmet’s Annual General Meeting is to be held on March 21, 2024 starting at 1:00 p.m. (EET) at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland. The reception of the shareholders who have registered for the meeting and the distribution of voting tickets will commence at 12:00 noon.

The shareholders have the opportunity to exercise their voting rights also by voting in advance. In addition, the shareholders who have registered for the meeting can follow the Annual General Meeting via a webcast.

After the Annual General Meeting, coffee will be served at the meeting venue.

Meeting materials:

Instructions for the participants:

Important dates

Jan 19, 2024: Deadline for shareholders to notify the Board of an issue to be added to the General Meeting agenda

Feb 7, 2024: Publication of notice to the General Meeting

Feb 13, 2024: Proxy documents and voting instuructions available on this site at the latest.

Feb 13, 2024 at 10:00 a.m EET: Registration and advance voting begins.

March 11, 2024: Record date of the General Meeting.

March 14, 2024 at 4:00 p.m. EET: Deadline for registration, advance voting and proxy submission period.

March 18, 2024 at 10:00 a.m. EET: Deadline for the registration and advance-voting of nominee-registered shares

March 21, 2024: Annual General Meeting

March 26, 2024: Dividend record date of the first instalment

April 4, 2024: Publication of the minutes of the General Meeting on this site at the latest

April 11, 2024: Dividend payment date of the first instalment

Registration

Each shareholder who is registered on the record date of the Annual General Meeting March 11, 2024 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 14, 2024 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 13, 2024 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.
    • Electronic registration requires strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
  • by regular mail by submitting the registration and advance voting form or corresponding information, addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
  • by e-mail by submitting the registration and advance voting form or corresponding information, addressed to agm@innovatics.fi.

In connection with the registration, a shareholder must state the requested information such as his/her name or business ID, date of birth and contact details, as applicable. Any personal data provided to Valmet or Innovatics Ltd 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

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 13, 2024 at 10:00 a.m. until March 14, 2024 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
    • Electronic registration and advance voting require strong authentication of the shareholder or his/her legal representative or the proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
  • by email or regular mail
    • A shareholder may submit the registration and advance voting form or corresponding information to Innovatics Ltd by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 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 11, 2024 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 18, 2024 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. The right to represent may be demonstrated by using the suomi.fi authorization service available on Innovatics Ltd’s registration service. More information is available on www.suomi.fi/e-authorizations.

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.

A proxy and voting instruction template is available here.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration period on March 14, 2024 at 4:00 p.m. (EET), by which time the proxy documents must be received.

In addition to delivering proxy documents, a shareholder or his/her proxy representative shall take care of the registration for the General Meeting and possible advance voting in the manner described in this website.

Introduction of the new proposed Board members

The proposal of Valmet Corporation's Shareholders' Nomination Board for the composition and remuneration of the Board of Directors of the company has been published on November 30, 2023. The proposal included the following statement on the independence of the proposed members of the Board of Directors:

“The Nomination Board notes that all proposed Board members are independent of the company. With the exception of Annareetta Lumme-Timonen, the proposed Board members are independent of the company's significant shareholders. Annareetta Lumme-Timonen is evaluated as being not independent of significant shareholders due to her role as Investment Director at Solidium. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.”

On February 2, 2024, the company published a stock exchange release regarding a notification according to Chapter 9, Section 5 of the Finnish Securities Markets Act by Oras Invest Oy. Pursuant to the notification, Oras Invest Oy’s ownership and share of votes in Valmet had risen above the threshold of 10 percent on January 26, 2024.

Pursuant to the abovementioned notification by Oras Invest Oy, the Board of Directors of Valmet assesses preliminarily that, in deviation of the proposal of the company’s Shareholders’ Nomination Board, currently one of the new members proposed to the Board of Directors of the company, Annika Paasikivi, would no longer be independent of a significant shareholder of Valmet, Oras Invest Oy. Annika Paasikivi serves as the CEO of Oras Invest Oy.

The Board of Directors elected by the 2024 Annual General Meeting of Valmet will conduct the evaluation of the independence of its members from the company and the company’s significant shareholders in accordance with the Finnish Corporate Governance Code in the constitutive meeting of the Board of Directors after the Annual General Meeting. The evaluation will be updated to the company’s website in accordance with the recommendation of the Corporate Governance Code.

Proposed new members for the Board of Directors:

Annareetta Lumme-Timonen

Annareetta Lumme-Timonen (born 1967) is currently Investment Director at Solidium Oy. She is responsible for the Anora, Metso, Stora Enso and Valmet holdings at Solidium. In addition, she manages the corporate responsibility work at Solidium. She has been working at Solidium since 2009. Previously she was working as Investment Manager at 3i Nordic plc between 2000–2007. Prior to that she was Investment Manager at SFK Finance Oy between 1997–2000. She holds the degrees of M.Sc. (Eng.) and D.Sc. (Tech.).

Annika Paasikivi

Annika Paasikivi (born 1975) has been working as President & CEO of Oras Invest Oy since 2018. Previously, she served as Chief Operating Officer of Oras Invest from 2011 until 2018 and as Integration Manager of Oras Group Ltd during Oras & Hansa integration 2013–2015. Prior to joining Oras Invest, she served as Chief Operating Officer of Friitala Fashion Oy between 2009–2010 and held various positions at Varova Oy between 2003–2005. She holds the degrees of B.A. and M.Sc. (Global Politics).

The CV’s of the proposed Board members are available here.

Location details

Messukeskus is located in Pasila, Helsinki. Valmet's General Meeting will be held at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland.

Arrival instructions can be found on the Messukeskus website:

https://messukeskus.com/messukeskus/how-to-find-us/?lang=en

  • We recommend arriving on site by public transport.
  • If you come by car, Valmet will pay for parking at the Messukeskus car park for the duration of the General M When you arrive, please give your car's registration number to the cloakroom. The registration number is recorded in the parking application and the system recognizes the registration number when driving out, i.e. no parking ticket is needed.
  • There is a taxi station in front of the adjacent Holiday Inn hotel.

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.
  • Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari or Opera.
  • Link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the registration to all those who have registered for the General Meeting no later than the day before the General Meeting. It is advisable to log in to the meeting system well in advance of the meeting’s start time.

Info: Logging in to the General Meeting remotely

Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the 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 19, 2024.

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Annual General Meeting 2024. 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 Innovatics Oy. The data is stored in the EU and it will be stored for not more than two 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.