Notice convening the Extraordinary General Meeting
Notice is given to the shareholders of
In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Valmet will seek to keep the General Meeting as short as possible and to limit the number of participants. The participation of the members of the Company's Board of Directors and Executive Team will be kept to a minimum.
For the same reason, the Company respectfully requests that its shareholders give serious consideration to whether it is necessary for them to participate in the General Meeting at the meeting venue in person or represented by a representative other than the proxy representative designated by the Company. Shareholders are advised to primarily follow the General Meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company. Shareholders also have a possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The Company will, at the latest by
No catering will be arranged in connection with the meeting.
Valmet is actively monitoring the development of the coronavirus situation and follows the instructions given by authorities. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company's website at www.valmet.com/egm.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the merger
Introduction
Valmet announced on
The purpose of the Merger is to create a leading company with a unique, competitive, and balanced total offering for process industries globally, with strong positions in its respective segments including paper, board, pulp and energy technologies, flow control, automation systems and services. The combined company's business is expected to benefit from diversified product platforms, end markets and customers with relevant scale in key markets and an ideal positioning to benefit from the strong sustainability focus in the combined company's end markets through megatrends such as energy transition and increasing demand for renewables.
Reference is made to the public announcement on the Merger dated
In order to complete the Merger, the Board of Directors of Valmet proposes that the General Meeting resolves on the statutory absorption merger of
- approve the amended Articles of
Association of Valmet in the form appended to the Merger Plan; -
resolve on the issuance of new shares of Valmet as merger consideration to the shareholders of
Neles ; - resolve on the increase of the share capital of Valmet;
- resolve on the number of the members of the Board of Directors of Valmet;
- resolve on the election of the members of the Board of Directors of Valmet;
- resolve on the remuneration of the Board of Directors of Valmet; and
- resolve on the temporary deviation from Charter of Shareholders' Nomination Board.
The Merger as a whole and the resolutions of items (i)-(vii) above are conditional upon and will become effective upon the registration of the execution of the Merger with the
The proposed resolutions form an entirety that requires the adoption of all its individual items (including items (i)-(vii)) by a single resolution. The General Meeting can only approve or reject the proposed resolutions but not amend them.
Shareholders holding in aggregate approximately 16.9 percent of the outstanding shares and votes carried by the outstanding shares in Valmet, including
Resolution on the Merger
Pursuant to the Merger Plan,
The Board of Directors of Valmet proposes that the General Meeting resolves on the Merger of
- Amendment of the Articles of Association
The Board of Directors of Valmet proposes to the General Meeting that the Articles of
- Article 2, which concerns the Company's line of business, shall be amended to better reflect the business of the combined company.
- Article 6, which concerns the Company's accounting period, shall be amended so that the reference to the first accounting period is removed.
- Article 7, which concerns auditing, shall be amended so that the terminology be changed to reflect currently valid legislation.
-
Article 8, which concerns the notice convening a general meeting, shall be amended to concern also the place of general meetings of shareholders so that general meetings of shareholders may be held in
Helsinki , Espoo or Vantaa. - Article 9, which concerns the Annual General Meeting of shareholders, shall be amended so that the terminology be changed to reflect currently valid legislation and a clarification be made to the provision concerning the voting procedure.
The amended Articles of
The amendments will enter into force in connection with the registration of the execution of the Merger.
- Merger consideration
Pursuant to the Merger Plan, the shareholders of
In case the number of shares received by a shareholder of
The final total number of shares in Valmet to be issued as Merger Consideration shall be determined on the basis of the number of shares in
Based on the number of issued and outstanding shares in
The final total amount of Merger Consideration may be affected by, among others, any change concerning the number of shares issued by and outstanding in
- Increase of share capital
Pursuant to the Merger Plan, it is proposed that the share capital of Valmet shall be increased by
- Number of members of the Board of Directors
Pursuant to the Merger Plan, it is proposed that the number of members of the Board of Directors of Valmet, including the Chairman and Vice Chairman of the Board of Directors, shall be eight (8).
- Composition of the Board of Directors
Pursuant to the Merger Plan, it is proposed that
The Board member nominees have given their consent to the election. Information concerning the new Board nominees will be available on Valmet's website at www.valmet.com/egm.
The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of Valmet for the term commencing on the Effective Date shall end on the Effective Date.
- Remuneration of members of the Board of Directors
Pursuant to the Merger Plan, it is proposed that in line with the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on
EUR 118,000 for the Chairman of the Board;EUR 70,000 for the Vice Chairman of the Board; andEUR 56,000 for a Board member.
Pursuant to the Merger Plan, it is further proposed that in line with the resolutions of the Annual General Meeting of Valmet held on
In addition, it is proposed that in line with the resolutions of the Annual General Meeting of Valmet held on
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, it is proposed that a meeting fee of
The annual remuneration of the new Board members elected hereunder shall be paid in proportion to the length of their term in office.
Otherwise, the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on
- Temporary deviation from Charter of Shareholders' Nomination Board
Pursuant to the Merger Plan, it is proposed that a temporary deviation is made from the Charter of Shareholders' Nomination Board to the effect that the composition of the Shareholders' Nomination Board will be amended after the Effective Date and the right to nominate representatives to the Shareholders' Nomination Board following the Effective Date shall be vested with the shareholders having the largest share of the votes represented by all the shares in Valmet on the first business day following the Effective Date, provided that the Effective Date occurs no less than four (4) months prior to the planned date of the next Annual General Meeting of Valmet.
- Closing of the meeting
B. Documents of the General Meeting
The Merger Plan, proposals for the resolutions on the matters on the agenda of the General Meeting as well as this notice are available on Valmet's website at www.valmet.com/egm. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of
The minutes of the General Meeting will be available on the above-mentioned website as of
C. Instructions for the participants in the General Meeting
- Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the General Meeting
A shareholder who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than on
- through the Company's website at the address www.valmet.com/egm; or
-
by sending a written notification to the address
Valmet Oyj , EGM / Anne Grahn-Löytänen, P.O. Box 11, FI-02151 Espoo,Finland .
In connection with the registration, a shareholder must state his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative. When using the proxy representative designated by the Company a shareholder shall notify the identification code for such representative instead of the personal identification number as further instructed in the proxy document referred to in section C.3. below. In addition, a shareholder is requested to confirm whether he/she intends to participate in the meeting at the meeting venue in person or by representative other than the proxy representative designated by the Company. The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, if necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
- 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 he/she on the General Meeting record date
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding registration in the temporary shareholders' register, the issuing of proxy documents and registration in the General Meeting from his/her 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, into the temporary shareholders' register of the Company at the latest by the time stated above.
- Proxy representative and powers of attorney
A shareholder who has registered for the meeting may participate in and exercise his/her rights at the General Meeting by way of proxy representation.
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in this section C. 3. or by voting in advance as set out in section
A shareholder can use the proxy service provided by the Company free of charge and authorize a proxy representative designated by the Company to represent the shareholder in the meeting in accordance with the shareholder's voting instructions. The proxy representative designated by the Company is attorney-at-law Jon Termonen from
A shareholder may also authorize another proxy representative. The proxy representative is required to produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be notified in connection with registration, and they are requested to be delivered completed and signed by email to the address anne.grahn-loytanen@valmet.com before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.
- Advance voting
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to participate in the meeting by way of proxy representation arranged by the Company as set out in section C. 3. above or by voting in advance as set out in this section
A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the General Meeting during the time period from
Unless a shareholder voting in advance will be present in the General Meeting in person or by way of proxy representation, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote and if decision proposals regarding certain agenda items have changed after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted.
Advance voting can take place:
- through the Company's website at the address www.valmet.com/egm
If the shareholder is an individual, advance voting via the Company's website requires strong electronic authentication with a Finnish bank ID or Finnish mobile certificate. Shareholders who are legal persons can vote in advance via the Company's website by using their business ID and book-entry account number.
- By email or mail
Shareholders may send the advance voting form available on the Company's website or corresponding information to
If a shareholder participates in the General Meeting by submitting advance votes to
In connection with the advance voting, the requested information, such as the shareholder's name, personal identification number or business identity code, address and telephone number and the name of a possible proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative, must be given. The personal data given to Valmet or
The conditions and instructions relating to the electronic advance voting may be found the Company's website www.valmet.com/egm.
- Other information
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 can be found on the Company's website www.valmet.com/egm before the meeting. Shareholders are asked to take into account that following the meeting via webcast is not considered as participation in the General Meeting and that it does not make possible for shareholders to exercise their rights in the General Meeting through the webcast. It is recommended for shareholders to exercise their voting rights in advance or alternatively by proxy representation (instructions above) in addition to following the General Meeting via the webcast.
The Company is offering shareholders the possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The questions must be submitted by email to the address ir@valmet.com by
The Company will, at the latest by
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.
On the date of this notice
In Espoo
The Board of Directors
For further information, please contact:
Important notice
In a number of jurisdictions, in particular in
This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in
It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding expectations for general economic development and the market situation, expectations for customer industry profitability and investment willingness, expectations for company growth, development and profitability and the realization of synergy benefits and cost savings, and statements preceded by "expects", "estimates", "forecasts" or similar expressions, are forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties that may cause the actual results to materially differ from the results currently expected by the Company.
Such factors include, but are not limited to:
(1) general economic conditions, including fluctuations in exchange rates and interest levels that influence the operating environment and profitability of customers and thereby the orders received by the Company and their margins,
(2) the competitive situation, especially significant technological solutions developed by competitors,
(3) the Company's own operating conditions, such as the success of production, product development and project management and their continuous development and improvement,
(4) the success of pending and future acquisitions and restructuring.
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 2020 were approximately
Read more www.valmet.com, www.twitter.com/valmetglobal
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