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Annual General Meeting 2013

Decisions made by Vaisala Oyj's Annual General Meeting

The Annual General Meeting of Vaisala Oyj decided on March 26, 2013 to approve the Company's annual accounts for 2012. The dividend will be EUR 0.90 per share.

Dividend

The Annual General Meeting decided that a dividend of EUR 0.90 per share, corresponding to the total of EUR 16.253.292,60 will be distributed for the financial year 2012. Dividend is not paid to the A-shares held by Vaisala Oyj. The record date for dividend payment is April 2, 2013 and dividend will be paid on April 9, 2013.

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. Maija Torkko and Yrjö Neuvo, who were to retire by rotation, were re-elected for three years. The other members are Raimo Voipio, Mikko Niinivaara, Mikko Voipio and Timo Lappalainen.

The Annual General Meeting decided that the annual remuneration of the chairman of the Board of Directors is 45,000 euros, and the annual remuneration of a member 35,000 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 for a term until the close of the Annual General Meeting in 2014. The chairman as well as the members of Remuneration Committee and other committees established by the Board of Directors would receive 1,000 euros per attended meeting for a term until the close of the Annual General Meeting in 2014.

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.

The decrease of the share premium fund and distribution of funds to the shareholders as a return of capital

The Annual General Meeting decided to decrease the share premium fund presented in the Company’s balance sheet on December 31, 2012 by EUR 22,306,293.52 by transferring all the funds in the share premium fund into the invested non-restricted equity fund. The Meeting also decided that of the funds transferred into the invested non-restricted equity funds EUR 1.23 per share will be distributed to the shareholders as a return of capital, which, at the date of the invitation, equals to approximately EUR 22.2 million return of capital.

The Board of Directors were authorized to decide on the record date for the distribution of funds and the payment date as soon as possible after the due date for the public summons notified to the Finnish National Board of Patents and Registration. The distribution of funds is expected to take place approximately in August 2013. The return of capital is paid to a shareholder, who is registered on record date decided by the Board of Directors in the Register of Shareholders of the Company held by Euroclear Finland Ltd.

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 150,000 of the Company's own A-shares in one or more instalments with funds belonging to the Company’s unrestricted equity. The new authorization replaces the previous one and is valid until the closing of the next Annual General Meeting, however, no longer than September 26, 2014.

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 309,150 own A-shares. The transfer of own shares may be carried out in deviation from the shareholders' pre-emptive rights and 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 new authorization replaces the previous one and is valid until 26 March 2018.

Donations

The Annual General Meeting authorized the Board of Directors to donate at maximum 250,000 euros. The authorization is valid until the Annual General Meeting of 2014.

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.