Vaisala Corporation
Stock exchange release
February 18, 2025, at 9:30 a.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 March 25, 2025, at 2:00 p.m. (EET) at Vaisala Corporation headquarters, address Vanha Nurmijärventie 21, 01670 Vantaa, Finland. The reception of persons who have registered for the meeting will commence at 1:00 p.m. (EET).
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report by the Board of Directors, Sustainability Statement, the Auditor's Report and the Assurance Report of sustainability reporting for the year 2024
Review by the President and CEO
Review by the Auditor and sustainability assurer
7. Adoption of the Financial Statements
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 0.85 per share out of distributable earnings of the fiscal year 2024 to be paid. The dividend will be paid to shareholders registered in the Register of Shareholders maintained by Euroclear Finland Ltd. on the record date of the dividend distribution, March 27, 2025. The Board of Directors proposes that the dividend will be paid on April 3, 2025. Dividend shall not be paid to treasury shares.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Consideration of the Remuneration Report for governing bodies
The Remuneration Report will be published as a stock exchange release at the latest on March 3, 2025, on the company's website at vaisala.com/agm.
Antti Jääskeläinen, Chair of People and Sustainability Committee will discuss the Remuneration Report.
11. Resolution on the remuneration of the members of the Board of Directors
On the recommendation of the Nomination Committee 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 2026 will be increased as follows: the Chair of the Board of Directors EUR 75,000 (55,000) and each Board member EUR 50,000 (40,000) per annum. Approximately 40% of the remuneration will be paid in Vaisala Corporation's series A shares acquired from the market and the rest in cash. The company will compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases.
The Board of Directors proposes to the Annual General Meeting that the attendance fees for a term until the close of the Annual General Meeting in 2026 will be increased so that the fee for the Chair of the Audit Committee would be EUR 2,000 per attended meeting, EUR 1,500 for the Chair of People and Sustainability Committee, the Nomination Committee and any other committee established by the Board of Directors, and EUR 1,200 for each member of a committee for each attended meeting. In addition, members of the Board residing outside of Finland will be paid a meeting fee of EUR 1,000 per physical meeting attended, however, if two or more meetings are held during a day, the maximum fee is EUR 1,000. 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
In accordance with the Articles of Association of Vaisala the number of board members would be 6-9.
Shareholders representing more than 10% of all the votes in Vaisala have announced by recommendation of the Nomination Committee of their intention to propose to the Annual General Meeting, that the number of Board members be seven (7). 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
With the exception of Petri Castrén and Jukka Rinnevaara, all other currently serving members of Board are available for re-election.
Shareholders representing more than 10% of all the votes in Vaisala have announced by recommendation of the Nomination Committee of their intention to propose to the Annual General Meeting, that Annica Bresky, Antti Jääskeläinen, Lotte Rosenberg, Kaarina Ståhlberg, Tuomas Syrjänen, Raimo Voipio and Ville Voipio be re-elected as members of the Board of Directors. The candidates are proposed to be elected for a term until the close of the Annual General Meeting in 2026. 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 Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor be reimbursed according to the invoice presented to the company.
15. Election of Auditor
On the recommendation of the Audit Committee the Board of Directors proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the company's auditor until the close of the Annual General Meeting in 2026. PricewaterhouseCoopers Oy has nominated Ylva Eriksson, APA, as the auditor with principal authority.
16. Resolution on remuneration of sustainability reporting assurer
On the recommendation of the Audit Committee the Board of Directors proposes to the Annual General Meeting that the assurer be reimbursed according to the invoice presented to the company.
17. Election of sustainability reporting assurer
On the recommendation of the Audit Committee the Board of Directors proposes to the Annual General Meeting that Authorized Sustainability Auditors PricewaterhouseCoopers Oy be elected as the sustainability reporting assurer until the close of the Annual General Meeting in 2026. PricewaterhouseCoopers Oy has nominated Ylva Eriksson, Authorized Sustainability Auditor (KRT), as the assurer with principal authority.
18. Proposal by the Board of Directors for authorizing the Board of Directors to resolve 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 resolve on the directed repurchase of a maximum of 800,000 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). Shares so purchased can be used as consideration in possible mergers and acquisitions or in other arrangements that are part of the company's business, to finance investments, as part of the company's incentive plans, or be retained, conveyed, or cancelled by the company. The Board of Directors is authorized to resolve 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 September 25, 2026. The authorization replaces the previous authorization for directed repurchase of own series A shares granted by the Annual General Meeting on March 26, 2024.
19. Proposal by the Board of Directors for authorizing the Board of Directors to resolve 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 resolve on the issuance of the shares, transfer of treasury shares and issuance of special rights entitling to shares as follows:
The authorization concerns only series A shares. The Board may issue either new shares or transfer treasury shares held by the company to a maximum of 3,000,000 shares, which represents 9.14% of series A shares in the company and 8.23% of all shares in the company. The authorization can also be used as part of the company's incentive plans for up to 1,000,000 shares, which represents 2.70% of all the shares in the company.
The shares can be issued or transferred for consideration or without consideration. Shares or special rights entitling to shares can be issued in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason from company's point of view, such as using the shares as a consideration in potential mergers or acquisitions, to finance investments, or as a part of the Company's incentive plans.
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 is authorized to resolve upon all other terms and conditions for the issuance of shares.
The Board proposes that this authorization is valid until the closing of the next Annual General Meeting, however, no longer than September 25, 2026. The authorization for the company's incentive plans shall however be valid until March 25, 2030. The authorization replaces the previous authorization for issuing own shares granted by the Annual General Meeting on March 26, 2024.
20. 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/agm starting from the publishing of this notice. The company's Financial Statements, the Report by the Board of Directors, Sustainability Statement, the Auditor's Report, and the Assurance Report of sustainability reporting as well as the Remuneration Report will be available on the above-mentioned website by March 3, 2025, at the latest. The proposals and other documents referred to above are also on view the General Meeting. The minutes of the Annual General Meeting will be available on website at vaisala.com/agm no later than on April 12, 2025.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Registered shareholder
Each shareholder, who is registered on March 13, 2025, 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 their Finnish book-entry account, is registered in the Register of Shareholders of the company.
A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than on March 20, 2025, at 4:00 p.m. (EET) by giving prior notice of participation.
Such notice can be given:
a) On company's website at vaisala.com/agm starting February 18, 2025, at 10:00 a.m. (EET)
Registering requires strong electronic identification (online banking codes or Mobile ID) for natural persons, and business ID and the shareholder's book-entry account number for legal persons. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with bank IDs or a mobile certificate.
b) By e-mail to agm@vaisala.com
In connection with the registration, a shareholder shall provide the information requested such as their name, date of birth/personal identification number or business identification number, address, telephone number and email address as well as the name of any assistant or proxy representative, as well as the date of birth/personal identification number of a proxy representative. The personal data given to Vaisala Oyj will be used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, their authorized representative or proxy representative shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting March 13, 2025, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd no later than on March 20, 2025, at 10:00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy
documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank will temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, into the shareholders' register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the General Meeting by proxy. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General 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.
In case shareholder wishes to use proxy representative, proxy documents should be delivered in originals to Vaisala Oyj, AGM, Vanha Nurmijärventie 21, 01670 Vantaa, Finland or by email to agm@vaisala.com before the end of the registration time March 20, 2025. In addition to providing the proxy documents, shareholders or the proxy representatives of the shareholders are also required to register to the General Meeting in the manner instructed in this notice.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland's general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at website suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify themselves with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked.
4. Other instructions and information
The meeting will be held in Finnish.
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
All the attendees are cordially invited to coffee and cake after the General Meeting.
On the date of this notice of the Annual General Meeting, February 17, 2025, the total number of shares in Vaisala Corporation is 36,436,728 shares, of which 3,626,853 are series K shares and 32,809,875 are series A shares. Total votes attached to all shares is 105,346,935. Vaisala holds a total of 152,149 company's series A shares, which represent 0.46% of series A shares and 0.42% of all shares 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 105,194,786 of which series K shares represent 72,537,060 votes and series A shares represent 32,657,726 votes.
Vantaa, February 17, 2025
Vaisala Corporation
Board of Directors
Additional information
Katriina Vainio, General Counsel
Tel. +358 400 790 212
Distribution
Nasdaq Helsinki
Key media
vaisala.com
Vaisala is a global leader in measurement instruments and intelligence for climate action. We equip our customers with devices and data to improve resource efficiency, drive energy transition, and care for the safety and well-being of people and societies worldwide. With almost 90 years of innovation and expertise, we employ a team of close to 2,500 experts committed to taking every measure for the planet. Vaisala series A shares are listed on the Nasdaq Helsinki stock exchange. vaisala.com
