(Información remitida por la empresa firmante)
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 Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market. 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 March 22, 2022 related to the repurchasing of the Company’s own shares.
17. 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 March 22, 2022 to resolve 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 resolutions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Valmet’s website at www.valmet.com/agm. The Financial Statements 2022, which include the financial statements, the consolidated financial statements, the Report of the Board of Directors and the Auditor’s Report, as well as the remuneration report for governing bodies will be published and available on Valmet’s website at www.valmet.com/agm at the latest as of February 24, 2023.
The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest as of April 5, 2023.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the Annual General Meeting March 10, 2023 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 15, 2023 at 4:00 p.m. (EET) by giving a prior notice of participation.
Registration for the General Meeting will commence on February 9, 2023 at 10:00 a.m. (EET). The notice has to be received before the end of the registration period. Such notice can be given:
a. on the Company’s website at www.valmet.com/agm
For natural persons, electronic registration requires secure strong electronic authentication, and a shareholder may register by logging in using their personal Finnish online banking credentials or a mobile certificate.
For shareholders that are legal entities, electronic registration does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book-entry account and other required information. If a shareholder that is a legal entity uses the electronic Suomi.fi authorization service further described below, the registration requires strong electronic authentication, which works with personal Finnish online banking credentials or a mobile certificate.
b. by regular mail addressed to Euroclear Finland Oy, Annual General Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.
c. by e-mail addressed to yhtiokokous@euroclear.eu.
In connection with the registration, a shareholder must state their name, personal identification number or business identity code, address, telephone number and the name of a proxy representative, legal representative or assistant, if any, and the personal identification number of the proxy representative, legal representative or assistant, as applicable. Any personal data provided to Valmet or Euroclear Finland Oy by a shareholder 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.
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 they on the General Meeting record date March 10, 2023 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 17, 2023 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.
(CONTINUA)