Vaisala Corporation’s Annual General Meeting was held on March 30, 2021. The meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period January 1–December 31, 2020.
The Annual General Meeting decided a dividend of EUR 0.61 per share. The record date for the dividend payment is April 1, 2021, and the payment date is April 12, 2021.
Board of Directors
The Annual General Meeting confirmed that the number of Board members is eight. Petri Castrén, Antti Jääskeläinen, Petra Lundström, Jukka Rinnevaara, Kaarina Ståhlberg, Tuomas Syrjänen, Raimo Voipio and Ville Voipio will continue as members of the Board of Directors.
The Annual General Meeting confirmed that that the annual remuneration payable to the Chairman of the Board of Directors is EUR 55,000 and each Board member EUR 40,000 per year. Approximately 40% of the annual remuneration will be paid in Vaisala Corporation’s series A shares acquired from the market and the rest in cash. In addition, the Annual General Meeting confirmed that the meeting fee for the Chairman of the Audit Committee would be EUR 1,500 per attended meeting and EUR 1,000 for each member of the Audit Committee and Chairman and each member of the Remuneration and HR Committee and any other committee established by the Board of Directors for a term until the close of the Annual General Meeting in 2022. The meeting fees are paid in cash. Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.
The Annual General Meeting re-elected Deloitte Oy as the auditor of the company and APA Reeta Virolainen will act as the auditor with the principal responsibility. The Auditors are reimbursed according to invoice presented to the company.
Authorization for the directed repurchase of own series A shares
The Annual General Meeting authorized the Board of Directors to resolve on the directed repurchase of a maximum of 500,000 of the company's own series A shares in one or more instalments by using company's unrestricted equity. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than September 30, 2022.
Authorization on the issuance of the company's own series A shares
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 835,794 company's own series A shares. The issuance of own shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization entitles the issuance of treasury series A shares as a directed issue without payment as part of the company's share based incentive plan. 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 September 30, 2022. The authorization for the company's incentive program shall however be valid until March 30, 2025.
The organizing meeting of the Board of Directors
At its organizing meeting held after the Annual General Meeting the Board elected Ville Voipio as the Chairman of the Board of Directors and Raimo Voipio as the Vice Chairman.
The composition of the Board committees was decided to be as follows:
Kaarina Ståhlberg was elected as the Chairman and Petri Castrén, Antti Jääskeläinen and Raimo Voipio as members of the Audit Committee. The Chairman and all members of the Audit Committee are independent both of the company and of significant shareholders.
Ville Voipio was elected as the Chairman and Petra Lundström, Jukka Rinnevaara and Tuomas Syrjänen as members of the Remuneration and HR Committee. The Chairman and all members of the Remuneration and HR Committee are independent both of the company and of significant shareholders.
For further information, please contact [email protected]
Minutes of the meeting (in Finnish)Notice to the Annual General MeetingBoard proposals for Annual General Meeting 2021Review by the President and CEO (in Finnish)Financial Statement Release 2020Remuneration report 2020Remuneration report review (in Finnish)Advance voting formProxy formAnnual report 2020
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 Chairman 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 Management Group 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 he/she registers 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.
Corporate Governance Statement 2020
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.