Vaisala Corporation's Annual General Meeting 2023 was held on Tuesday March 28, 2023, at Vaisala Corporation headquarters, address Vanha Nurmijärventie 21, 01670 Vantaa, Finland.
Recording of the meeting (the meeting was held in Finnish)
For further information, please contact [email protected]
Minutes of the meeting (in Finnish)Notice to the Annual General MeetingBoard's proposals for the Annual General MeetingReview by the President and CEO (in Finnish)Annual Report 2022
Changes in withholding taxation of dividends
New provisions on withholding taxation of dividends paid to holders of nominee registered shares are applicable as of January 2021.
Pursuant to the new provisions, a tax of 35% will be withheld on Finnish source dividends on nominee registered shares, unless the specific conditions for applying a lower rate are fulfilled.
A reduced rate may apply in case a custodian in the dividend payment chain is registered with the Finnish Tax Administration’s Register of Authorized Intermediaries and confirms a lower rate of withholding tax to be applicable to the dividend payment, simultaneously assuming certain obligations towards the Finnish Tax Administration. In such case the authorized intermediary will collect the documentation required for the application of the lower withholding tax rate.
If there is no authorized intermediary in the custodian chain or an authorized intermediary does not confirm a lower withholding rate to be applicable, a tax of 35% will be withheld on Finnish source dividend payments to a non-resident recipient.
Any tax withheld in excess of the applicable rate can be reclaimed after the year of the dividend payment by submitting a refund application to the Finnish Tax Administration, either on paper (form for corporate entities here, and for individuals here), or electronically.
You may also be able to request a correction of the withholding tax already during the year of the dividend payment via your authorized intermediary. Please contact your custodian for further information.
Please note that Vaisala Oyj does not process amendments to the withholding applied during the payment year, support in reclaim processes or advice the shareholders on the withholding tax reclaim application process.
Additional information on withholding tax reclaims can be obtained from the Finnish Tax Administration either:
• by e-mail [email protected] (for corporations only); or
• via the Finnish Tax Administration general telephone and chat helplines (for both individuals and corporations).
Dividends paid to Finnish tax resident holders of nominee registered shares are starting from 2020 subject to withholding of 50% tax prepayment (ennakonpidätys). Any excess tax prepayment will be credited, as a starting point, in the normal tax assessment process where the shareholder reports their dividend income to the Finnish Tax Administration.
The General Meeting is the supreme decision-making body of Vaisala, in which all the shareholders of the company can participate in the supervision and control of the company and exercise their right to vote, speak, and ask questions. The Annual General Meeting is held once a year before the end of June on a date determined by the Board of Directors. It decides on the matters stipulated in the Finnish Limited Liability Companies Act and the Articles of Association. The decisions are mainly made with simple majority of votes.
The Chair of the Board of Directors, members of the Board of Directors, and the President and CEO are present at the Annual General Meeting. The auditor is present at the Annual General Meeting.
Board member candidates are present at the Annual General Meeting where they are elected. If the above-mentioned person or persons fail to attend the Annual General Meeting, Vaisala notifies the General Meeting of such non-attendance. The members of the Leadership Team participate in the Annual General Meeting, if possible.
Participation in the General Meeting requires that the shareholder is registered in Vaisala’s shareholder register, maintained by Euroclear Finland Ltd, on the record date of the meeting and that they register for the meeting by the date mentioned in the meeting notice.
Shareholders are entitled to have an issue placed on the agenda of the Annual General Meeting, provided that the issue can be decided upon by the Annual General Meeting according to the Limited Liability Companies Act. The request must be submitted in writing to the Board of Directors early enough that the issue can be included in the meeting notice. On its website, the company announces the date by which the shareholder must notify the Board of Directors of an issue to be added to the agenda of the Annual General Meeting. The date is available by the end of the previous financial year.
Vaisala publishes a notice of the Annual General Meeting no more than two months before the record date and no less than three weeks before the meeting on the company’s website or in any other way that may be decided by the Board of Directors, or Vaisala may deliver it directly to shareholders when required by law. In addition, Vaisala publishes a meeting notice as a stock exchange release after the Board of Directors has decided on the convening of the Annual General Meeting. Agenda of the Annual General Meeting, proposals on decisions, and meeting documents are available on the company’s website at least three weeks prior to the meeting. Documents of the Annual General Meeting will be held on the company’s website for at least five years from the time of the meeting. Minutes of the meeting will be published on the company’s website within two weeks of the meeting.
Due to the COVID-19 pandemic, the Annual General Meeting 2022 was held on March 29, 2022, in accordance with the temporary legislative act approved by the Finnish Parliament on May 7, 2021, and in a manner that the shareholders, auditor, and members of Board of Directors were not present. Shareholders both voted and were allowed to ask questions in advance.
Corporate Governance Statement 2022
Personal Data Act (523/1999) Section 10 and 24
Date of drafting: January 17, 2014
The purpose of the register is to enable shareholders of the Vaisala Corporation to register for Annual General Meetings and Extraordinary General Meetings on the Internet. A technical provider of the service is Euroclear Finland Oy.
The enabling of the registrations for the General Meetings on the Internet requires the collection of personal data of Vaisala Corporation’s shareholders. The collection of personal data is needed in order to identify shareholders and the ownership of shares for confirming the right to participate in the General Meetings.
The personal data collected shall be used only for preparing a list of participants, a list of votes, ballots and for organizing the potential polling. There shall also be a list of participants attached to the minutes of General Meeting including the names of the shareholders which participated in General Meeting, names of their proxies and number of shares and votes. The usage of the register shall not continue after each General Meeting.
The processing of personal data is outsourced to Euroclear Finland Oy in compliance with Section 8, Subsection 1.7 of Personal Data Act. If the shareholder registers in advance on the Internet, Euroclear Finland Oy shall operate as the technical provider of the collection of personal data. The connection from the user’s browser to the server of Euroclear Finland Oy is encrypted with SSL technology.