Notice convening the Annual General Meeting of
Notice is given to the shareholders of
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. For further instructions, please refer to Section C. "Instructions for the Participants in the Annual General Meeting" of this notice.
After the Annual General Meeting, coffee will be served at the meeting venue.
A. Matters on the agenda of the Annual General Meeting
- Opening of the meeting
- Calling the meeting to order
- Election of the persons to scrutinize the minutes and to verify the counting of the votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the Auditor's report for the year 2023
- Review by the President and CEO.
- Adoption of the financial statements and the consolidated financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Company's distributable equity as of
The Board of Directors proposes to the Annual General Meeting that a dividend of
The dividend shall be paid in two instalments. The first instalment of
The second instalment of
- Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
- Presentation of the remuneration policy
The remuneration policy of the Company was adopted by the Annual General Meeting in 2020. The remuneration policy must be presented to the General Meeting at least every four years or every time a material change is made to the policy.
The most material changes to the remuneration policy relate to increasing the transparency of remuneration and changes in the earning and holding periods.
The Board of Directors proposes that the Annual General Meeting adopts the remuneration policy of the Company.
- Adoption of the remuneration report for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the remuneration report of the Company.
- Resolution on remuneration of the members of the Board of Directors
The Nomination Board proposes that the annual remuneration payable to the members of the Board of Directors to be elected for the term expiring the close of the Annual General Meeting in 2025 be increased as follows:
-
-
-
Furthermore, the Nomination Board proposes that a base fee of
In addition, the Nomination Board proposes that a meeting fee in the amount of
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, the Nomination Board proposes that a meeting fee of
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 resolution to use 40 percent of the fixed annual remuneration for purchasing Valmet shares at a price formed on a regulated market on the official list of
- Resolution on the number of members of the Board of Directors
Valmet's Nomination Board proposes to the Annual General Meeting, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2025 be eight (8).
- Election of the members of the Board of Directors
Valmet's Nomination Board proposes to the Annual General Meeting, that
- Mikael Mäkinen,
- Annareetta Lumme-Timonen and
- Mikael Mäkinen be re-elected as the Chair of the Board and
Eriikka Söderström, member of the Board of Directors, and
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
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.
- Resolution on the remuneration of the Auditor
Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration to the Auditor be paid in accordance with the Auditor's invoice and the principles approved by the Audit Committee.
- Election of the Auditor
The Company has an obligation to organize an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014) concerning the audit for the financial year 2024 (mandatory auditor rotation).
The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation and organized a statutory audit firm selection procedure. The Committee has reviewed potential audit firm candidates and identified
Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that
The Company shall report its first sustainability report for the financial year 2024. If
- Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board of Directors to resolve on the repurchase of the Company's own shares in one or several tranches. The maximum number of shares to be repurchased shall be 9,200,000 shares, which 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
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 incentive schemes, however so that a maximum of 500,000 shares may be repurchased to be used in incentive schemes, which corresponds to approximately 0.3 percent of all the shares in the Company.
The Board of Directors resolves on all other terms related to the repurchasing of the Company's own shares.
The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the Annual General Meeting of
- Authorizing the Board of Directors to resolve on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board of Directors to resolve on the issuance of shares as well as the issuance of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish 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. Based on this authorization, the Board of Directors may also resolve 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 new shares and treasury shares may be issued for consideration or without consideration.
The Board of Directors may resolve on all other terms of the issuance of shares and special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act. The Board of Directors may use this authorization, 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 authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the Annual General Meeting of
- Closing of the meeting
B. Documents of the General Meeting
The proposals for resolutions on the matters on the agenda of the Annual General Meeting and this notice are available on Valmet's website at www.valmet.com/agm. The Financial Statements 2023, which includes the financial statements, the consolidated financial statements, the Report of the Board of Directors and the Auditor's Report, as well as the remuneration policy and remuneration report will be published and available on Valmet's website at www.valmet.com/agm at the latest as of
The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest as of
C. Instructions for the participants in the Annual General Meeting
- Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the Annual General Meeting
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
Registration for the General Meeting will commence on
(a) on the Company's website at www.valmet.com/agm
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.
(b) by regular mail by submitting the registration and advance voting form, which is available on the Company's website at the latest as of
(c) by e-mail by submitting the registration and advance voting form, which is available on the Company's website at the latest as of
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
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.
- 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
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. More information on this matter is available on the Company's website at www.valmet.com/agm.
- Proxy representative and powers of attorney
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
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 will be available on the Company's website at www.valmet.com/agm at the latest as of
Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to
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 notice.
- Advance voting
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
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:
(a) on the Company's website at www.valmet.com/agm
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.
(b) by email or regular mail
A shareholder may submit the registration and advance voting form available on the Company's website or corresponding information to
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.
Instructions regarding the advance voting, and the terms related to the electronic advance voting are also available on the Company's website at www.valmet.com/agm.
- Other instructions and information
The meeting language will be Finnish. There is simultaneous interpretation into English at the meeting venue.
Further information on registration and advance voting is available from
Pursuant to Chapter 5, Section 25 of the Finnish 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.
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 will be available on the Company's website www.valmet.com/agm before the General Meeting. 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.
On the date of this notice
Espoo,
Board of Directors
Further information, please contact:
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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 more than 19,000 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. Valmet's net sales in 2023 were approximately
Valmet's shares are listed on the Nasdaq Helsinki and the head office is in
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