Notice convening the Annual General Meeting
Valmet Oyj's stock exchange release on April 23, 2020 at 11:50 a.m. EET
Notice is given to the shareholders of Valmet Oyj that the Annual General Meeting is to be held on Tuesday, June 16, 2020 at 1:00 p.m. in the Hall 101 of Messukeskus Helsinki, Messuaukio 1, 00520 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 p.m.
In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Valmet Oyj will seek to keep the general meeting as short as possible and to limit the number of participants. The participation of the members of the Company’s Board of Directors and Executive Team will be kept to a minimum.
For the same reason, the Company respectfully requests that its shareholders give serious thought to whether it is necessary for them to participate in the general meeting at the meeting venue in person. Shareholders are advised to primarily follow the meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company. Shareholders also have a possibility to submit questions concerning matters on the agenda of the Annual General Meeting in advance. The above alternatives are described in more detail in section C of this notice.
No catering will be arranged in connection with the meeting.
Valmet Oyj is actively monitoring the development of the coronavirus situation. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company’s website at www.valmet.com/agm.
Registrations for the Annual General Meeting that was due to be convened on Thursday, March 19, 2020 but was subsequently cancelled, are not in force in this Annual General Meeting. Any shareholders who had registered for the cancelled meeting should register for this meeting in accordance with the instructions set out in section C.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise the minutes and to verify the counting of the votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the Auditor’s report for the year 2019
- Review by the President and CEO
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Company’s distributable equity as at December 31, 2019 totalled EUR 1,165,761,301.98, of which the net profit for the year 2019 was EUR 196,078,447.45.
The Board of Directors proposes that a dividend of EUR 0.80 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2019 and the remaining part of profit be retained and carried further in the Company’s unrestricted equity.
The dividend shall be paid to shareholders who on the dividend record date June 18, 2020 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on June 25, 2020.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Presentation of the remuneration policy for governing bodies
The policy is available on Valmet Oyj’s website at www.valmet.com/agm and attached to this notice.
11. Resolution on remuneration of the members of the Board of Directors
Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2021 be as follows: to the Chairman of the Board of Directors EUR 115,000; to the Vice-Chairman of the Board of Directors EUR 67,500; and to the other members of the Board of Directors EUR 54,000 each.
Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall 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 8,000 for the Chairman of the Remuneration and HR Committee.
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 700 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and EUR 2,800 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.
The Nomination Board proposes to the Annual General Meeting 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% of the fixed annual remuneration for purchasing Valmet Oyj shares from the market at a price formed in public trading on a regulated market on the stock exchange main list maintained by Nasdaq Helsinki Ltd. Due to the cancellation of the prior notice convening the Annual General Meeting, by way of derogation from the proposal made on December 20, 2019, the purchase will be carried out within two weeks from the publication of the interim review for the period April 1, 2020 to June 30, 2020.
12. Resolution on the number of members of the Board of Directors
Valmet Oyj’s Nomination Board proposes that the number of members of the Board of Directors be confirmed as seven (7) for the term expiring at the close of the Annual General Meeting 2021.
13. Election of the members of the Board of Directors
Valmet Oyj’s Nomination Board proposes that Mr Aaro Cantell, Mr Pekka Kemppainen, Ms Monika Maurer, Mr Mikael Mäkinen, Ms Eriikka Söderström, Ms Tarja Tyni and Mr Rogerio Ziviani be re-elected as members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2021.
The Nomination Board proposes that Mr Mikael Mäkinen be re-elected as Chairman of the Board of Directors and Mr Aaro Cantell be re-elected as Vice-Chairman of the Board of Directors.
Personal information and positions of trust of the proposed individuals are available on the Company’s website (www.valmet.com). All candidates have given their consent to the appointments.
14. Resolution on remuneration of the Auditor
Based on the proposal of the Audit Committee, the Board of Directors proposes that the remuneration to the Auditor be paid in accordance with the Auditor’s invoice and the principles approved by the Audit Committee.
15. Election of the Auditor
Based on the proposal of the Audit Committee, the Board of Directors proposes that audit firm PricewaterhouseCoopers Oy be elected Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr Pasi Karppinen, APA, will act as the responsible auditor.
16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes that it be authorised to decide on the repurchase of the Company’s own shares in one or several tranches. The maximum number of shares to be repurchased shall be 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the Company. Based on the authorisation, 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 stock exchange main list maintained by Nasdaq Helsinki Ltd on the date of the repurchase.
The Company’s own shares may be repurchased for reasons of developing the Company's capital structure, financing or carrying out acquisitions, investments or other business transactions, or for the shares to be used in an incentive scheme, however so that a maximum of 500,000 shares may be repurchased to be used in an incentive scheme, which corresponds to approximately 0.3 percent of all the shares in the Company.
The Board of Directors decides on all other terms related to the repurchasing of the Company’s own shares.
The authorisation shall remain in force until the close of the next Annual General Meeting, and it cancels the authorisation granted in the Annual General Meeting of March 21, 2019 related to the repurchasing of the Company’s own shares.
17. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes that it be authorised to decide on the issuance of shares as well as the issuance of special rights entitling to shares pursuant to Chapter 10(1) of the Finnish Limited Liability Companies Act 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 Oyj. Based on this authorisation, 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 Limited Liability Companies Act.
Based on this authorisation, a maximum number of 15,000,000 shares may be issued, which corresponds to approximately 10.0 percent of all the shares in Valmet Oyj.
The new shares and treasury shares may be issued for consideration or without consideration.
The Board of Directors may decide on all other terms of the issuance of shares and special rights entitling to shares pursuant to Chapter 10(1) of the Finnish Limited Liability Companies Act. The Board of Directors may use this authorisation, for example, for reasons of developing the Company’s capital structure, in financing or carrying out acquisitions, investments or other business transactions, or for the shares to be used in incentive schemes, however so that the Board of Directors may issue a maximum of 500,000 shares to be used in incentive schemes, which corresponds to approximately 0.3 percent of all the shares in the Company.
The authorisation shall remain in force until the close of the next Annual General Meeting, and it cancels the authorisation granted in the Annual General Meeting of March 21, 2019 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on Valmet Oyj’s website at the address www.valmet.com/agm. The Annual Report of Valmet Oyj, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report are available on the above-mentioned website. The proposals for decisions and the other documents mentioned above are also available at the General Meeting and copies of said documents and of this notice will be sent to shareholders upon request. The Minutes of the Annual General Meeting will be available on the above-mentioned website at the latest as of June 30, 2020.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder who is registered on June 4, 2020 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.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, has to register for the meeting no later than on June 11, 2020 at 10:00 a.m. by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
- at the address www.valmet.com/agm; or
- by telephone to the number +358 20 770 6884 (on weekdays between 9:00 a.m. and 4:00 p.m.).
In connection with the registration, a shareholder must state his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative, the personal identification number of the proxy representative or statutory representative as well as a confirmation whether the shareholder will participate in the meeting at the meeting venue in person. The personal data given to Valmet Oyj by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative must, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. 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 he/she on the General Meeting record date June 4, 2020 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 June 11, 2020 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.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy representation.
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in this section C. 3. or by voting in advance as set out in section C. 4. below.
A shareholder can authorize a proxy representative designated by the Company to represent the shareholder in the meeting. The proxy representative will be a person working for Castrén & Snellman Attorneys Ltd. Detailed instructions for authorizing the proxy representative designated by the Company together with a model proxy document including voting instructions is available on the Company’s website www.valmet.com/agm.
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 should be notified in connection with registration, and they are requested to be delivered by email to the address mirka.pirinen@valmet.com before the last date for registration.
4. Advance voting
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in section C. 3. above or by voting in advance as set out in this section C. 4.
A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the Annual General Meeting through the Company’s website www.valmet.com/agm during the time period April 23, 2020 until June 11, 2020 at 10:00 a.m. Unless a shareholder voting in advance will be present in the general meeting in person or by way of proxy representation, he/she may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote and if decision proposals have changed after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted.
The conditions and instructions relating to the electronic advance voting may be found the Company’s website www.valmet.com/agm.
5. Other information
The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. Detailed instructions on following the webcast can be found on the Company’s website www.valmet.com/agm. 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.
Shareholders have the possibility to submit questions concerning matters on the agenda of the general meeting in advance. The questions must be submitted by email to the address ir@valmet.com by June 11, 2020 10 a.m. The Company will seek to address the questions during the meeting to the extent possible.
Pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice April 23, 2020, the total number of shares and votes in Valmet Oyj is 149,864,619.
Espoo April 23, 2020
VALMET OYJ
Board of Directors
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020
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 2019 were approximately EUR 3.5 billion. Our more than 13,000 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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