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Annual General Meeting 2012

Decisions Made by Vaisala Oyj's Annual General Meeting

The Annual General Meeting of Vaisala Oyj decided on March 28, 2012 to approve the Company's annual accounts for 2011. The dividend will be EUR 0.65 per share.

Dividend

The Annual General Meeting decided that a dividend of EUR 0.65 per share, corresponding to the total of EUR 11,835,989.10 will be distributed for the financial year 2011. Dividend is not paid to the A-shares held by Vaisala Oyj. The record date for dividend payment is April 2, 2012 and dividend will be paid on April 11, 2012.

Discharge from liability

The Annual General Meeting granted the Members of the Board of Directors and the Company's President and CEO discharge from liability for the accounts.
 

Composition and remuneration of the Board of Directors

The Annual General Meeting confirmed that the Board of Directors comprise of six (6) members. Mikko Voipio, who was to retire by rotation, was re-elected for three years. The other Members are Raimo Voipio, Yrjö Neuvo, Mikko Niinivaara, Maija Torkko and Timo Lappalainen.
 
The Annual General Meeting decided that the annual remuneration of the chairman of the Board of Directors is 35,000 euros, and the annual remuneration of a member 25,000 euros. The Annual General Meeting decided in addition that the compensation for the Chairman of the Audit Committee is 1,500 euros per attended meeting and 1,000 euros per attended meeting for each member of the Audit Committee. The chairman as well as the members of other committees established by the Board of Directors would receive same compensation as the members of the Audit Committee.
 

Auditors and their fee

The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's auditor, with APA Hannu Pellinen acting as the auditor with the principal responsibility. The auditor's compensation was decided to be paid based on reasonable invoicing.
 

Authorizing the Board of Directors to decide on the directed acquisition of own A-shares

The Annual General Meeting authorized the Board of Directors to decide on the directed acquisition of a maximum of 1,000,000 of the Company's own A-shares in public trading. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than September 28, 2013.
 

Authorizing the Board of Directors to decide on the transfer of the Company's own shares

The Annual General Meeting authorized the Board of Directors to decide on the transfer of a maximum of 1,000,000 own A-shares. The transfer of own shares may be carried out in deviation from the shareholders' pre-emptive rights and not more than 330,000 A-shares may be transferred as a directed issue without payment as part of the Company's share based incentive plan. The authorization can also be used to grant special rights entitling subscription of own shares, and the subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The authorization is valid until 28 March 2017.
 

Donations to universities

The Annual General Meeting authorized the Board of Directors to donate at maximum 250,000 euros to one or more universities. The authorization is valid until the Annual General Meeting of 2013.
 

The organizing meeting of the Board of Directors

Raimo Voipio will continue as the Chairman of the Board of Directors and Yrjö Neuvo will continue as the Vice-Chairman. Maija Torkko, Mikko Niinivaara, Mikko Voipio and Timo Lappalainen will be the Members of the Board of Directors.
 
 
Further information: Kaarina Muurinen, CFO
tel. +358 9 8949 2215 or +358 40 577 5066

 

Vaisala Oyj