Vaisala Oyj's Annual General Meeting will be held on Thursday March 24, 2010, at 6 p.m. at Vaisala's headquarters, Vanha Nurmijärventie 21, 01670 Vantaa. The reception of shareholders who have pre-registered to the meeting will start at 5.15 p.m.
Agenda of the Annual General Meeting
The following items will be presented at the meeting:
1. The Board of Directors propose that the Articles of Association 3§, 5§, 6§, 9§, 10§ and 12§ are amended. The main content of the amendment to the Articles of Association is to increase the maximum number of Board members to eight (8) and to make technical updates to meet the present wording of the Companies Act and established practices of the company.
2. The issues defined in Section 13 of the Group’s Articles of Association and the Limited Liability Companies Act to be dealt with at Annual General Meetings. The Agenda includes the items associated with calling the meeting to order according to normal Annual General Meeting practice.
3. At the meeting, the Agenda will include the CEO’s review, given in conjunction with the presentation of the financial statements. The review is not a matter for decision.
Distribution of profit and remuneration of the members of the Board
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.65 per share be paid for 2010. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date March 29, 2011. The Board proposes that the dividend be paid on April 5, 2011.
The Board proposes to the Annual General Meeting that the remuneration of 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 2012, will be as follows: EUR 35,000 for the Chairman and EUR 25,000 for each member.
Proposal for the number and election of the members of the Board of Directors
The terms of office of Board members Mikko Niinivaara and Raimo Voipio will end at the Annual General Meeting. Shareholders representing more than 10 percent of all the votes in the company have announced their intention to propose to Vaisala’s Annual General Meeting, to be held on March 24, 2011, that Mikko Niinivaara and Raimo Voipio are re-elected.
The same shareholders have also proposed that the number of Board members in Vaisala Corporation’s Board is seven (7) and that Timo Lappalainen is elected as a new member of the Board.
Proposal for the election of auditors and their fee
The Board proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants, continues as the Company's auditor. PricewaterhouseCoopers Oy has informed that APA Hannu Pellinen will act as the auditor with the principal responsibility.
The Board of Directors further proposes that the auditors’ compensation will be based on reasonable invoicing presented to the company.
The proposed persons and the auditor have given their consent to the re-election.
The authorization of the Board to grant donations
The Board of Directors proposes that the Annual General Meeting authorize donations of maximum EUR 250,000 to one or more universities. The donations would be granted in one or several payments. According to the proposal, the Board of Directors is authorized to decide on the recipients and the payments they receive. The authorization would be in force until the 2012 Annual General Meeting.
Documents relating to the financial statements, Board of Directors' proposal for the amendment of the Articles of Association, and other documentation for Annual General Meeting will be available on March 3, 2011 at the company's head office in Vantaa, Vanha Nurmijärventie 21. On request, copies will be sent to shareholders. The material will also be available on www.vaisala.com/investors by March 3, 2011 at the latest.
Total number of shares and votes by series of shares
On February 21, 2011, the date of the invitation to the General Annual Meeting, Vaisala Oyj had 18,218,364 shares, out of which 3,389,684 are series K shares and 14,828,680 are series A shares. Each K share entitles its owner to 20 votes at a General Meeting while each A share entitles its owner to 1 vote. The total number of votes by all shares is 82,622,360 out of which the series K shares represent 67,793,680 votes and series A shares 14,828,680 votes.
Notice to the attendees
1. Right of attendance and registration
Shareholders who are registered in the company's share register maintained by Euroclear Finland Ltd by March 14, 2011 have the right to attend the Annual General Meeting. Shareholders whose shares have not been transferred to the book-entry securities system also have the right to attend the Annual General Meeting, provided that such shareholders were registered in the company's share register before 21 October 1994. In such cases, shareholders must present evidence that their shareholding rights have not been transferred to the book-entry securities system.
Shareholders wishing to attend the Annual General Meeting must register by Tuesday, March 15, 2011, 4 p.m. Registration starts on February 28, 2011 at 9.00 a.m.
- on Vaisala's web site at www.vaisala.com/investors
- by email to email@example.com
- by telephone on weekdays between 9 a.m. and 11 a.m., tel. +358 9 8949 2201
- by letter addressed to Vaisala Oyj, Päivi Heinonen, P.O.Box 26, FIN-00421 Helsinki, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Vaisala Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations.
Letters authorizing a proxy to vote on behalf of a shareholder should be sent to the company by mail to Vaisala Oyj, Päivi Heinonen, P.O. Box 26, 00421 Helsinki or by email to firstname.lastname@example.org before the expiry of the registration period.
2. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the meeting, to be temporarily entered into the shareholders' register of the company at the latest on March 21, 2010 by 10.00 a.m.
Vantaa February 17, 2011
Board of Directors