Stock Exchange Release
February 12, 2020 at 14.15 p.m. (EET)
Notice to the Vaisala Corporation’s Annual General Meeting
Notice is given to the shareholders of Vaisala Corporation of the Annual General Meeting to be held on Tuesday, April 7, 2020 at 6:00 p.m. at Vaisala Corporation's head office, Vanha Nurmijärventie 21, 01670 Vantaa, Finland. The reception of persons who have registered for the meeting will commence at 5:00 p.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legal convening of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the annual accounts, the review by the Board of Directors and the auditor's report for the year 2019
Review by the President and CEO
Review by the Auditor
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting a dividend of EUR 0.61 per share out of distributable earnings of the fiscal year 2019 to be paid. The dividend would be paid to shareholders registered in the Register of Shareholders maintained by Euroclear Finland Ltd on the record date of the dividend distribution, April 9, 2020. The Board of Directors proposes that the dividend will be paid on April 20, 2020. Dividend shall not be paid to treasury shares.
9. Resolution on the discharge of the members of the Board of Directors and the CEO and President from liability
10. Consideration of the Remuneration Policy for governing bodies
Remuneration Policy is attached to this Notice.
11. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the Board members elected at the same meeting for a term until the close of the Annual General Meeting in 2021 will be increased as follows: the Chairman of the Board of Directors EUR 55,000 (has been 45,000 as of 2013) and each Board member EUR 40,000 (has been 35,000 as of 2013) 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.
The Board of Directors proposes to the Annual General Meeting that the attendance fee will remain as is, and 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 2021. The attendance fees are paid in cash.
Possible travel expenses are proposed to be reimbursed according to the travel policy of the company.
12. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10% of all the votes in Vaisala have announced their intention to propose to the Annual General Meeting, that the number of Board members be eight (8). The proposal for the number of the Board members is integrally related to the proposal by the same shareholders for the election of the members of the Board of Directors as presented in section 13 below.
13. Election of members of the Board of Directors
The terms of office of Board member Jukka Rinnevaara, Pertti Torstila and Raimo Voipio will end at the Annual General Meeting, and Pertti Torstila has informed that he will no longer be available as Board member.
Shareholders representing more than 10% of all the votes in Vaisala have announced their intention to propose to the Annual General Meeting, that Jukka Rinnevaara and Raimo Voipio be re-elected as members of the Board of Directors, and that Antti Jääskeläinen be elected as member of the Board of Directors. The candidates are proposed to be elected for a term until the close of the Annual General Meeting in 2023. The above-mentioned candidates have given their consent to the election and their personal information is presented on the company’s website at vaisala.com/investors.
14. Resolution on the remuneration of the Auditors
The Board of Directors proposes to the Annual General Meeting that the Auditors be reimbursed according to their invoice presented to the company.
15. Election of Auditor
The Board of Directors proposes on recommendation of the Audit Committee that Deloitte Oy, Audit Firm, be re-elected as the company’s auditor. Deloitte has nominated Reeta Virolainen, APA, as the chief auditor.
16. Proposal by the Board of Directors for authorizing the Board of Directors to decide on the directed repurchase of own series A shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the directed repurchase of a maximum of 500,000 of the company's own series A shares in one or more instalments with funds belonging to the company's unrestricted equity.
Shares shall be repurchased in a proportion other than that of the shareholders' current shareholdings in the company in public trading arranged by Nasdaq Helsinki Ltd at the market price on the moment of repurchase (directed repurchase). The shares shall be repurchased and paid according to the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. Shares so purchased can be used as consideration in possible acquisitions or in other arrangements that are part of the company's business, to finance investments, as part of the company's incentive program, or be retained, conveyed, or cancelled by the company. The Board of Directors is authorized to decide on the repurchase of own shares in all other respects.
The Board proposes that this authorization is valid until the closing of the next Annual General Meeting, however, no longer than October 7, 2021. The authorization replaces the previous authorization for directed repurchase of own series A shares granted by the Annual General Meeting on March 26, 2019.
17. Proposal by the Board of Directors for authorizing the Board of Directors to decide on the issuance of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the issuance of the company's own shares as follows:
The authorization concerns only treasury series A shares. The authorization is limited to a maximum of 937,039 shares, which represents approximately 3.16% of series A shares in the company and approximately 2.57% of all shares in the company.
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 Board of Directors can also use this authorization to grant special rights entitling subscription of the company's own shares that are held by the company. The subscription price of the shares can instead of cash also be paid in full or in part as contribution in kind. The Board of Directors decides on all other conditions of the issuance of own shares.
The Board proposes that this authorization is valid until the closing of the next Annual General Meeting, however, no longer than October 7, 2021. The authorization for the company's incentive program shall however be valid until April 7, 2024. The authorization replaces the previous authorization for issuing own shares granted by the Annual General Meeting on March 26, 2019.
18. Closing of the Meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Board of Directors on the agenda of the Annual General Meeting and this notice are available at Vaisala’s website at vaisala.com/investors starting from the date of this notice. The company's annual accounts, the review by the Board of Directors and the Auditor's report are available on the above-mentioned website no later than February 28, 2020. The proposals of the Board of Directors and the annual accounts will also be available on view at the Annual General Meeting at company's head office in Vantaa, Vanha Nurmijärventie 21. Copies of these documents and of this notice will be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Right to attend and registration
Each shareholder, who is registered on March 26, 2020 in the Register of Shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her Finnish book-entry account, is registered in the Register of Shareholders of the company.
A shareholder, who wishes to participate in the Annual General Meeting, may register for the Meeting by giving a prior notice of participation no later than on April 2, 2020 at 4:00 p.m. (EET).
A prior notice of participation can be given:
In connection with the registration, a shareholder is expected to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant or representative and the name and the personal identification number of a possible proxy representative. The personal data given to Vaisala Corporation by the shareholders will be used only in connection with the Annual General Meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by representative. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Vaisala Oyj, Päivi Aaltonen, PL 26, 00421 Helsinki, Finland or by email to [email protected] before the end of the registration time.
3. Holders of nominee registered shares
A holder of nominee-registered shares is advised without delay to request from his/her custodian bank necessary instructions regarding the registration in the Register of Shareholders of the company, issuing of proxy documents and registration for the Annual General Meeting.
The account management organization of the custodian bank will register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, to be entered in the temporary Register of Shareholder of the company at the latest on April 2, 2020 at 10:00 a.m. (Finnish time).
4. Other instructions and information
A shareholder present in the meeting has the right to present questions at the Annual General Meeting in accordance with Chapter 5 Section 25 of the Limited Liability Companies Act relating to the matters handled in the meeting.
On the date of this notice of the Annual General Meeting, February 12, 2020, the total number of shares in Vaisala Corporation is 36,436,728 shares constituted of 6,751,398 series K shares and 29,685,330 series A shares. Vaisala has 555,989 series A shares in treasury. Each series K share entitles its holder to twenty (20) votes and each A share entitles its holder to one (1) vote. The total number of votes excluding the treasure shares is 164,157,301 of which series K shares represent 135,027,960 votes and series A shares represent 29,129,341 votes.
Vantaa, February 12, 2020
Board of Directors
Katriina Vainio, General Counsel
tel +358 400 790 212
Vaisala is a global leader in environmental and industrial measurement. Building on over 80 years of experience, Vaisala provides observations for a better world. We are a reliable partner for customers around the world, offering a comprehensive range of innovative observation and measurement products and services. Headquartered in Finland, Vaisala employs approximately 1,850 professionals worldwide and is listed on the Nasdaq Helsinki stock exchange. vaisala.com twitter.com/VaisalaGroup