Du är här

2016-02-09

Valmet: Notice convening Valmet Corporation's Annual General Meeting

Valmet Corporation's stock exchange release on February 9, 2016 at 12:05 noon
EET

Notice is given to the shareholders of Valmet Corporation that the Annual
General Meeting is to be held on Tuesday, 22 March 2016 at 1:00 p.m. in the
Hall 101 of Messukeskus Helsinki, Messuaukio 1, 00521 Helsinki. The reception
of persons who have registered for the meeting and the distribution of voting
tickets will commence at 12:00 noon.

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 scrutinise 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 2015
- Review by the 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, 2015 totalled EUR
882,995,368.40, of which the net profit for the year 2015 was EUR
21,593,211.93.

The Board of Directors proposes that a dividend of EUR 0.35 per share be paid
based on balance sheet to be adopted for the financial year which ended
December 31, 2015 and the remaining part of the profit be retained and
carried further in the Company's unrestricted equity.

The dividend shall be paid to shareholders who on the dividend record date
March 24, 2016 are registered in the Company's shareholders' register held by
Euroclear Finland Ltd. The dividend shall be paid on April 6, 2016.

9. Resolution on the discharge of the members of the Board
of Directors and the CEO from liability

10. Resolution on remuneration of the members of the Board of
Directors

Valmet Corporation's Nomination Board proposes to the Annual General Meeting
that the members of the Board of Directors to be elected by the Annual
General Meeting for a term of office ending at the end of the Annual General
Meeting of the year 2017 be paid the following annual remunerations: to the
Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the
Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to
the other members of the Board of Directors EUR 48,000 each.

The Nomination Board furthermore proposes that, for each meeting of the Board
of Directors or the committees of the Board of Directors, a fee of EUR 700 is
paid to the members of the Board that reside in the Nordic countries, a fee
of EUR 1,400 is paid to the members of the Board that reside in other
European countries and a fee of EUR 2,800 is paid to the members of the Board
that reside outside Europe.

The Nomination Board proposes to the Annual General Meeting that, as a
condition for the annual remuneration, the members of the Board of Directors
be obliged, directly based on the General Meeting's decision, to use 40
percent of the fixed annual remuneration for purchasing Valmet Corporation
shares from the market at a price formed in trading at Nasdaq Helsinki's
stock exchange list 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, 2016.

11. Resolution on the number of members of the Board of
Directors

Valmet Corporation's Nomination Board proposes that the number of members of
the Board of Directors be confirmed as eight (8).

12. Election of the members of the Board of Directors

Valmet Corporation's Nomination Board proposes that the following individuals
be re-elected members of the Board of Directors: Mr. Bo Risberg, Mr. Mikael
von Frenckell, Ms. Lone Fønss Schrøder, Ms. Friederike Helfer, and Mr.
Rogerio Ziviani. The Nomination Board further proposes that Mr. Aaro Cantell,
Mr. Jouko Karvinen and Ms. Tarja Tyni be elected as the new members of the
Board of Directors.

The Nomination Board proposes that Mr. Bo Risberg be re-elected as Chairman of
the Board of Directors and Mr. Mikael von Frenckell re-elected as
Vice-Chairman of the Board of Directors.

According to Section 4 of the Articles of Association, the term of office of a
member of the Board of Directors expires at the end of the first Annual
General Meeting following the election.

Personal information and positions of trust of the proposed individuals is
available on the Company's website (www.valmet.com). All candidates have
given their consent to the appointments.

The Nomination Board notes that a personnel representative will participate as
an invited expert in meetings of the Board of Directors within the
limitations imposed by the Finnish Act on the Administration of Undertakings.
The new Board of Directors will invite the personnel representative to its
organising meeting as its external expert after the Annual General Meeting.

13. Resolution on remuneration of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes
that the remuneration to the Auditor be paid in accordance with the Auditor's
invoice and the principles approved by the Audit Committee.

14. Election of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes
that audit firm PricewaterhouseCoopers Oy, be elected Auditor of the Company.
PricewaterhouseCoopers Oy has stated that Mr. Jouko Malinen, APA, will act as
responsible auditor.

15. Authorising the Board of Directors to decide on the
repurchase of company's own shares

The Board of Directors proposes that it be authorised to decide on the
repurchase of company's own shares in one or several tranches. The maximum
number of shares to be repurchased shall be 10,000,000 shares, which
corresponds to approximately 6.7 percent of all the shares in the Company.
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 main list of Nasdaq Helsinki's
stock exchange on the date of the repurchase.

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
an incentive scheme.

The Board of Directors resolves on all other terms related to the repurchasing
of the Company's own shares.

The authorisation shall remain in force until the next Annual General Meeting,
and it cancels the authorisation granted in the Annual General Meeting of
March 27, 2015 related to the repurchasing of Company's own shares.

16. Authorising 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 that it be authorised to decide on the
issuance of shares as well as the issuance of special rights entitling to
shares pursuant to Chapter 10(1) of the Finnish Limited Liability 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
Corporation. Based on this authorisation, the Board of Directors may decide
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 Limited Liability Companies Act.

The maximum number of new shares which may be issued by the Board of Directors
based on this authorization shall be 15,000,000 shares, which corresponds to
approximately 10 percent of all the shares in Valmet Corporation. The maximum
number of treasury shares which may be issued shall be 10,000,000 shares,
which corresponds to approximately 6.7 percent of all the shares in the
Company.

The Board of Directors is furthermore authorised to issue special rights
pursuant to Chapter 10(1) of the Finnish Limited Liability Companies Act
entitling their holder to receive new shares or treasury shares for
consideration. The maximum number of shares which may be issued based on the
special rights shall be 15,000,000 shares, which corresponds to approximately
10 percent of all the shares in Company. This number of shares shall be
included in the aggregate numbers of shares mentioned in the previous
paragraph.

The new shares and treasury shares may be issued for consideration or without
consideration.

The Board of Directors of Valmet Corporation shall also be authorised to
resolve on issuing treasury shares to the Company without consideration. The
maximum number of shares which may be issued to Valmet Corporation shall be
10,000,000 shares when combined with the number of shares repurchased based
on an authorisation. Such number corresponds to approximately 6.7 percent of
all shares in the Company. The treasury shares issued to the Company shall
not be taken into account in the limits set out in the preceding paragraphs.

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(1) of
the Finnish Limited Liability Companies Act. The Company may use this
authorisation, 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.

The authorisation shall remain in force until the next Annual General Meeting,
and it cancels the authorisation granted in the Annual General Meeting of
March 27, 2015 to decide on the issuance of shares as well as the issuance of
special rights entitling to shares.

17. Closing of the meeting

B. Documents of the General Meeting

The proposals for decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Valmet Corporation's website
at the address www.valmet.com. The Annual Report of Valmet Corporation,
including the Financial Statements, Consolidated Financial Statements, the
Report of the Board of Directors and the Auditor's report, will be available
on the above-mentioned website no later than February 29, 2016....

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.