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Valmet Oyj — AGM Information 2018
Mar 21, 2018
3247_rns_2018-03-21_561c1f3a-e701-486b-a889-40bbb4e795ec.html
AGM Information
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Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors
Decisions taken by Valmet Oyj's Annual General Meeting and Board of Directors
Valmet Oyj's stock exchange release on March 21, 2018 at 4:20 p.m. EET
The Annual General Meeting of Valmet Oyj was held in Helsinki today on March
21, 2018. The Annual General Meeting adopted the Financial Statements for 2017
and discharged the members of the Board of Directors and the President and CEO
from liability for the 2017 financial year. The Annual General Meeting approved
the Board of Directors' proposals concerning authorizing the Board to decide on
repurchasing company shares and to resolve on the issuance of shares and the
issuance of special rights entitling to shares.
Dividend payment
The Annual General Meeting decided to pay dividends of EUR 0.55 per share for
the financial period ended on December 31, 2017. The dividend will be paid to
shareholders who on the dividend record date of March 23, 2018 are registered in
the company's shareholders' register held by Euroclear Finland Ltd. The
dividends will be paid on April 5, 2018.
Composition of the Board of Directors
The Annual General Meeting confirmed the number of Board members as seven and
appointed Bo Risberg as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-
Chairman. Monika Maurer and Pekka Kemppainen were appointed as new members of
the Board. Rogério Ziviani, Tarja Tyni and Eriikka Söderström will continue as
members of the Board. The term of office of the members of the Board of
Directors expires at the close of the Annual General Meeting 2019.
Remuneration of the Board of Directors
The Annual General Meeting decided that the annual remuneration payable to the
members of the Board will be as follows: to the Chairman of the Board of
Directors EUR 100,000; to the Vice-Chairman of the Board of Directors EUR
60,000; and to the other members of the Board of Directors EUR 48,000
each. Furthermore, the Annual General Meeting decided that a base fee of EUR
7,000 will be paid for each member of the Audit Committee, EUR 14,000 for the
Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration
and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR
Committee.
In addition, a meeting fee in the amount of EUR 700 will be paid for those
members whose place of residence is in Nordic countries, EUR 1,400 for those
members whose place of residence is elsewhere in Europe and EUR 2,800 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.
The Annual General Meeting resolved 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 decision, to use 40 percent of the fixed annual
remuneration for purchasing Valmet Oyj shares from the market at a price formed
in public trading and that the purchase will be carried out within two weeks
from the publication of the interim review for the period January 1, 2018 to
March 31, 2018.
Election of the auditor
The Annual General Meeting appointed PricewaterhouseCoopers Oy, authorized
public accountants, as the company's auditor for a term expiring at the end of
the next Annual General Meeting. The responsible auditor will be Jouko Malinen,
APA.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available as of April 4, 2018
on the company's website www.valmet.com/agm.
Decisions of the Board of Directors
The Board of Directors of Valmet Oyj held its organizing meeting after the
Annual General Meeting. The Board of Directors noted that all Board members are
independent of the company. With the exception of Aaro Cantell, all other board
members are independent of the company's significant shareholders. Valmet's
definition of Board members' independence complies with the Finnish Corporate
Governance Code.
In its organizing meeting, the Board of Directors of Valmet Oyj elected the
members of the Audit Committee and the Remuneration and HR Committee from
amongst its members.
The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni
and Pekka Kemppainen.
The members of the Remuneration and HR Committee are Bo Risberg (Chairman), Aaro
Cantell and Monika Maurer.
Personnel representation
Riina Vilander will participate in the meetings of Valmet's Board of Directors
as the personnel representative elected by Valmet's personnel groups in Finland.
She will participate in the meetings of Valmet's Board of Directors as an
invited expert, and her term of office is the same as the Board members' term.
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026
Calle Loikkanen, Director, Investor Relations, Valmet, tel. +358 10 672 0020
VALMET
Kari Saarinen
CFO
Calle Loikkanen
Director, Investor Relations
Valmet is the leading global developer and supplier of process technologies,
automation and services for the pulp, paper and energy industries. We aim to
become the global champion in serving our customers.
Valmet's strong technology offering includes pulp mills, tissue, board and paper
production lines, as well as power plants for bioenergy production. Our advanced
services and automation solutions improve the reliability and performance of our
customers' processes and enhance the effective utilization of raw materials and
energy.
Valmet's net sales in 2017 were approximately EUR 3.1 billion. Our more than
12,000 professionals around the world work close to our customers and are
committed to moving our customers' performance forward - every day. Valmet's
head office is in Espoo, Finland and its shares are listed on the Nasdaq
Helsinki.
Read more www.valmet.com, www.twitter.com/valmetglobal
Follow Valmet IR on Twitter www.twitter.com/valmetir
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