Notice convening the Annual General Meeting of Valmet Oyj

Notice convening the Annual General Meeting of Valmet Oyj

Valmet Oyj’s stock exchange release on February 7, 2024 at 1:05 p.m. EET

Notice is given to the shareholders of Valmet Oyj (“Valmet” or the “Company”) to the Annual General Meeting to be held on March 21, 2024 starting at 1:00 p.m. (EET) at Siipi Conference Centre of Helsinki Expo and Convention Centre (Messukeskus Helsinki), hall 101 at the address Rautatieläisenkatu 3, 00520 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.

After the Annual General Meeting, coffee will be served at the meeting venue.

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 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 2023

- 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 dividend

The Company’s distributable equity as of December 31, 2023 totaled EUR 1,502,676,727.91, of which the net profit for the year 2023 was EUR 296,787,891.20.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.35 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2023 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 0.68 per share shall be paid to shareholders who on the dividend record date March 26, 2024 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 11, 2024.

The second instalment of EUR 0.67 per share shall be paid in October 2024. 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 preliminarily scheduled for September 26, 2024. The dividend record date for the second instalment would be October 1, 2024 and the dividend payment date October 10, 2024.

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

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.

11. 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.

12. 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:

- EUR 150,000 for the Chair of the Board (2023: EUR 145,000),

- EUR 82,500 for the Vice-Chair of the Board (2023: EUR 80,000), and

- EUR 66,000 for a Board member (2023: EUR 64,000).

Furthermore, the Nomination Board proposes that a base fee of EUR 7,300 (2023: EUR 7,000) shall be paid for each member of the Audit Committee, EUR 16,700 (2023: EUR 16,000) for the Chair of the Audit Committee, EUR 4,200 (2023: EUR 4,000) for each member of the Remuneration and HR Committee, and EUR 8,500 (2023: EUR 8,000) for the Chair 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 official 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 to March 31, 2024.

13. 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).

14. Election of the members of the Board of Directors

Valmet’s Nomination Board proposes to the Annual General Meeting, that

- Mikael Mäkinen, Jaakko Eskola, Pekka Kemppainen, Monika Maurer, Anu Hämäläinen and Per Lindberg are re-elected as Board members,

- Annareetta Lumme-Timonen and Annika Paasikivi are elected as new Board members, and

- Mikael Mäkinen be re-elected as the Chair of the Board and Jaakko Eskola be re-elected as the Vice-Chair of the Board for the term expiring at the close of the Annual General Meeting 2025.

Eriikka Söderström, member of the Board of Directors, and Aaro Cantell, member of the Board of Directors, have informed Valmet's Nomination Board that they will not be available in the election of the Board of Directors in the next Annual General Meeting. Eriikka Söderström has served as a member of Valmet’s Board of Directors since 2017. Aaro Cantell has served as a member of Valmet’s Board of Directors since 2016.

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 Solidium Oy. 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.

15. 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.

16. 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 PricewaterhouseCoopers Oy and Ernst & Young Oy as the best candidates for the global audit engagement of the Company. These candidates have been evaluated against a variety of selection criteria such as proposed audit plan and methodology, experience and composition of the audit team, audit quality, and price. The selection process included multiple rounds of information submissions, testing of technological capabilities, interviews and presentations by the candidates as well as external reference checks. After careful consideration based on the selection criteria, PricewaterhouseCoopers Oy became the Committee's preference and recommended audit firm for the term expiring at the close of the Annual General Meeting 2025. The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy are re-elected as the Auditor of the Company. PricewaterhouseCoopers Oy has informed that Pasi Karppinen, Authorised Public Accountant (KHT), will act as the responsible auditor of the Company.

The Company shall report its first sustainability report for the financial year 2024. If Authorised Public Accountants and Authorised Sustainability Auditors PricewaterhouseCoopers Oy are re-elected as the auditor of the Company, PricewaterhouseCoopers Oy would, in accordance with Act 1252/2023 regarding amendments to the Finnish Companies Act, also carry out the assurance of the Company’s sustainability reporting until the close of the Annual General Meeting 2025. PricewaterhouseCoopers Oy has notified the Company that Pasi Karppinen, Authorised Public Accountant (KHT), Authorised Sustainability Auditor (KRT), would act as the responsible sustainability reporting assurance provider.

17. 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 Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market. The Board of Directors resolves how the own shares will be repurchased. Own shares can be repurchased also by using derivatives.

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, 2023, related to the repurchasing of the Company’s own shares.

18. 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, 2023, to resolve on the issuance of shares as well as the issuance of special rights entitling to shares.

19. 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 February 28, 2024.

The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest as of April 4, 2024.

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 11, 2024 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 14, 2024 at 4:00 p.m. (EET) by giving a prior notice of participation.

Registration for the General Meeting will commence on February 13, 2024 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

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 February 13, 2024, or corresponding information, addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

(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 February 13, 2024, or corresponding information, addressed to agm@innovatics.fi.

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 Innovatics Ltd 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 11, 2024 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 18, 2024 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. More information on this matter is available on the Company’s website at www.valmet.com/agm.

3. 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 Innovatics Ltd’s registration service. More information is available on www.suomi.fi/e-authorizations.

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 February 13, 2024.

Possible proxy documents should be delivered primarily as an attachment in connection with the electronic registration or alternatively by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi before the expiry of the registration period on March 14, 2024 at 4:00 p.m. (EET), by which time the proxy documents must be received.

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.

4. 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 February 13, 2024 at 10:00 a.m. until March 14, 2024 at 4:00 p.m. (EET).

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 Innovatics Ltd by email addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.

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.

5. 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 Innovatics Ltd during the registration and advance voting period by telephone from +358 10 2818 909 on weekdays at 9:00–12:00 and 13:00–16:00 (EET).

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 February 7, 2024, the total number of shares and votes in Valmet is 184,529,605. The total amount includes 368,500 treasury shares held by the Company. Such treasury shares held by the Company do not have voting rights.

Espoo, February 7, 2024

VALMET OYJ

Board of Directors

Further information, please contact:

Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830

Pekka Rouhiainen, VP, Investor Relations, Valmet, tel. +358 10 672 0020

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.valmet.com

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 EUR 5.5 billion.

Valmet’s shares are listed on the Nasdaq Helsinki and the head office is in Espoo, Finland.    

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