
Corporate Governance Statement
Auditor
The Annual General Meeting elected PricewaterhouseCoopers Oy as the
auditor of the company and APA Ylva Eriksson will act as the auditor with
the principal responsibility. The Auditors are reimbursed according to
invoice presented to the company.
Sustainability reporting assurer
The Annual General Meeting elected PricewaterhouseCoopers Oy as
the sustainability reporting assurer of the company and Ylva Eriksson,
Authorized Sustainability Auditor (KRT), as the assurer with principal
authority. The assurer is 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 800,000 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 26, 2025.
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 936,697 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
26, 2025. The authorization for the company's incentive program shall
however be valid until March 26, 2028.
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 Chair of the Board of Directors and Raimo Voipio
as the Vice Chair.
Kaarina Ståhlberg was elected as the Chair and Petri Castrén, Lotte
Rosenberg, and Raimo Voipio as members of the Audit Committee. Antti
Jääskeläinen was elected as the Chair and Annica Bresky, Jukka Rinnevaara,
Tuomas Syrjänen, and Ville Voipio as members of the People and
Sustainability Committee. Ville Voipio was elected as the Chair and Annica
Bresky, Tuomas Syrjänen, and Raimo Voipio as members of the Nomination
Committee. The Chair and all members of the Audit Committee, People
and Sustainability Committee as well as Nomination Committee are
independent of the company. With the exception of Raimo Voipio and
Ville Voipio, all other members of the Committees are independent of
significant shareholders.
Shares and shareholders
Share capital and shares
Vaisala’s share capital totaled EUR 7,660,808 on December 31, 2024.
Vaisala has 36,436,728 shares, of which 3,626,853 are series K shares and
32,809,875 series A shares. During the year, number of series K shares
decreased by 3,104,239 and number of series A shares increased by
3,104,239 as the Board of Directors decided that 3,104,239 series K shares
were converted to series A shares. Series A shares are listed on the Nasdaq
Helsinki Ltd. The series K shares and series A shares are differentiated by
the fact that each series K share entitles its owner to 20 votes at a General
Meeting of Shareholders while each series A share entitles its owner to 1
vote. The series A shares represented 90.0% of the total number of shares
and 31.1% of the total votes. The series K shares represented 10.0% of the
total number of shares and 68.9% of the total votes.
Trading and share price development
In 2024, a total of 2,808,545 series A shares with a value totaling EUR 117.8
million were traded on the Nasdaq Helsinki Ltd. During the year, the share
price increased by 22% while OMXHCAPPI index decreased by 4%. The
closing price of the series A share on the Nasdaq Helsinki stock exchange
was EUR 48.40. Shares registered a high of EUR 50.00 and a low of EUR
32.60. Volume-weighted average share price was EUR 41.95.
The market value of series A shares on December 31, 2024, was EUR
1,580.6 million, excluding company’s treasury shares. Valuing the series
K shares – which are not traded on the stock market – at the rate of the
series A share’s closing price on the last trading day of December, the
total market value of all the series A and series K shares together was EUR
1,756.2 million, excluding company’s treasury shares.
Treasury shares
In May 2024, the Board of Directors decided to exercise the authorization
of the 2024 Annual General Meeting to repurchase of company’s own
shares and to start repurchases of series A shares. The repurchases started
on May 23, 2024, and ended on September 30, 2024. During this period,
Vaisala repurchased a total of 18,855 own series A shares for an average
price of EUR 39.9093 per share. The shares were repurchased in public
trading on Nasdaq Helsinki Ltd. at the market price prevailing at the time
of purchase. The shares will be used as a reward payment for Vaisala’s
share-based incentive plans.
In August 2024, a total of 500 of Vaisala Corporation's treasury shares
were conveyed without consideration to a person participating in the
Restricted Share Unit Plan 2022–2026 under the terms and conditions of
the plan. The directed share issue was based on an authorization given by
the Annual General Meeting held on March 26, 2024.
In June 2024, a total of 1,750 of Vaisala Corporation's treasury shares
were conveyed without consideration to persons participating in the
Restricted Share Unit Plan 2022–2026 under the terms and conditions of
the plan. The directed share issue was based on an authorization given by
the Annual General Meeting held on March 26, 2024.
In March 2024, a total of 49,932 of Vaisala Corporation's treasury shares
were conveyed without consideration to the 43 key employees participating
in the Performance Share Plans 2021–2023 and 2022–2024 under the
terms and conditions of the plans. The directed share issue was based on an
authorization given by the Annual General Meeting held on March 28, 2023.
The total number of series A treasury shares on December 31, 2024,
was 152,149, which represents 0.46% of series A shares and 0.42% of total
shares.
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Financial ReviewGovernance
Governance and Financial Review 2024
Financial Review
Sustainability statement
Board of Directors’ ReportKey figure graphs Financial statements 2024Key figures Auditing