(Información remitida por la empresa firmante)
Valmet Oyj’s stock exchange release on February 2, 2023 at 4:30 p.m.
ESPOO, Finland, Feb. 2, 2023 /PRNewswire/ — Notice is given to the shareholders of Valmet Oyj («Valmet» or the «Company») to the Annual General Meeting to be held on March 22, 2023 starting at 1:00 p.m. (EET) at Scandic Marina Congress Center at the address Katajanokanlaituri 6, 00160, 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. For further instructions, please refer to Section C. «Instructions for the Participants in the Annual General Meeting» of this notice.
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 person to scrutinize 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 2022
— 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, 2022 totaled EUR 1,453,506,822.23, of which the net profit for the year 2022 was EUR 309,501,276.62.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1,30 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2022 and the remaining part of profit be retained and carried further in the Company’s unrestricted equity.
The dividend shall be paid in two instalments. The first instalment of EUR 0,65 per share shall be paid to shareholders who on the dividend record date March 24, 2023 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 5, 2023.
The second instalment of EUR 0,65 per share shall be paid in October 2023. The second instalment shall be paid to shareholders who on the dividend record date are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend record date and payment date shall be resolved by the Board of Directors in its meeting scheduled for September 28, 2023. The dividend record date for the second instalment would be October 2, 2023 and the dividend payment date October 12, 2023.
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 report for governing bodies
11. Resolution on remuneration of the members of the Board of Directors
The Nomination Board proposes that there will be no changes in the remuneration of the Board of Directors.
Valmet’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 2024 be as follows:
EUR 145,000 for the Chairman of the Board,
EUR 80,000 for the Vice-Chairman of the Board,
EUR 64,000 for a Board member.
Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be paid for each member of the Audit Committee, EUR 16,000 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 750 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and EUR 3,000 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.
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 EUR 750 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
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 main list of Nasdaq Helsinki Ltd stock exchange, and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2023 to March 31, 2023.
12. 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 2024 be eight (8).
13. Election of the members of the Board of Directors
Valmet’s Nomination Board proposes to the Annual General Meeting, that
Aaro Cantell, Jaakko Eskola, Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael Mäkinen, and Eriikka Söderström be re-elected as Board members, and
Mikael Mäkinen be re-elected as the Chairman of the Board and Jaakko Eskola be re-elected as the Vice-Chairman of the Board for the term expiring at the close of the Annual General Meeting 2024.
The Nomination Board notes that all proposed Board members are independent of the Company. With the exception of Aaro Cantell, the proposed board members are independent of the Company’s significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.
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 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.
15. Election of the Auditor
Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that audit firm PricewaterhouseCoopers Oy be re-elected Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr. Pasi Karppinen, APA, will act as the responsible auditor.
16. Authorizing the Board of Directors to resolve on the repurchase of the Company’s own shares
(CONTINUA)