Stock exchange release
Notice to the Vaisala Corporation’s Annual General Meeting
Notice is given to the shareholders of Vaisala Corporation of the Annual
Shareholders can follow the meeting via live webcast at Vaisala’s website at vaisala.com/agm. Shareholders following the webcast are not deemed to attend the Annual General Meeting so they cannot ask questions or vote online during the webcast.
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 scrutinize the minutes and to supervise the counting of 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 Report by the Board of Directors and the Auditor's Report for the year 2023
Review by the President and CEO
Review by the Auditor
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial year 2023
10. Consideration of the Remuneration Report for governing bodies
The Remuneration Report will be published as a stock exchange release at the latest on
11. Consideration of the Remuneration Policy for governing bodies
12. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Nomination Committee that the annual remuneration payable to the Board members elected at the same meeting for a term until the close of the Annual General Meeting in 2025 will remain as they are as follows: the Chair of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the attendance fees will remain as are, and for the Chair of the Audit Committee they would be
Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.
13. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10% of all the votes in
14. Election of members of the Board of Directors
The term of office of
Shareholders representing more than 10% of all the votes in
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor be reimbursed according to the invoice presented to the company.
16. Election of Auditor
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that
17. Resolution on remuneration of sustainability reporting assurer
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that the assurer to be elected until the close of the Annual General Meeting in 2025 be reimbursed according to the invoice presented to the company.
18. Election of sustainability reporting assurer
The Board of Directors proposes to the Annual General Meeting on the recommendation of the Audit Committee that
19. Proposal by the Board of Directors for authorizing the Board of Directors to resolve on the directed repurchase of own series A shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve on the directed repurchase of a maximum of 800,000 of the company's own series A shares in one or more instalments with funds belonging to the company's unrestricted equity.
Shares shall be repurchased in a proportion other than that of the shareholders' current shareholdings in the company in public trading arranged by
The Board of Directors proposes that this authorization is valid until the closing of the next Annual General Meeting, however, no longer than
20. Proposal by the Board of Directors for authorizing the Board of Directors to resolve on the issuance of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve on the issuance of the company's own shares as follows:
The authorization concerns only treasury series A shares. The authorization is limited to a maximum of 936,697 shares, which represents 3.15% of series A shares in the company and 2.57% of all shares in the company. The issuance of own shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization entitles the issuance of treasury series A shares as a directed issue without payment as part of the company's share-based incentive plans. The Board of Directors can also use this authorization to grant special rights entitling subscription of the company's own shares that are held by the company. The subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The Board of Directors is authorized to decide on all other conditions of the issuance of own shares.
The Board of Directors proposes that this authorization is valid until the closing of the next Annual General Meeting, however, no longer than
21. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Board of Directors on the agenda of the Annual General Meeting and this notice are available at Vaisala’s website at vaisala.com/agm starting from the publishing of this notice. The company's Financial Statements, the Report by the Board of Directors and the Auditor's Report as well as the Remuneration Policy and Remuneration Report will be available on the above-mentioned website by
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Registered shareholder
Each shareholder, who is registered on
A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on
Such notice can be given:
a) On company’s website at vaisala.com/agm starting
Registering requires strong electronic identification (online banking codes or Mobile ID) for natural persons, and business ID and the shareholder’s book-entry account number for legal persons. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with bank IDs or a mobile certificate.
b) By e-mail to agm@vaisala.com
In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth/personal identification number or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, as well as the date of birth/personal identification number of a proxy representative. The personal data given to
The shareholder, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy
documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank will temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, 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 Annual General Meeting and exercise their rights at the General Meeting by proxy. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
In case shareholder wishes to use proxy representative, proxy documents should be delivered in originals to
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at website suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify themselves with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked.
4. Other instructions and information
The meeting will be held in Finnish.
Pursuant to Chapter 5, Section 25 of the 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 General Meeting.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
All the attendees are cordially invited to coffee and cake after the General Meeting.
On the date of this notice of the Annual General Meeting,
The Annual General Meeting will be available as webcast on
Vantaa,
Board of Directors
Additional information
Tel. +358 400 790 212
Distribution
Nasdaq Helsinki
Key media
vaisala.com
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