Valmet Oyj — AGM Information 2019

Jan 24, 2019

The proposal of Valmet's Nomination Board for the composition and remuneration of the Board of Directors

The proposal of Valmet's Nomination Board for the composition and remuneration of the Board of Directors

Valmet Oyj's stock exchange release on January 24, 2019 at 01:00 p.m. EET

Proposal for the composition of the Board of Directors

Valmet's Nomination Board proposes to the next Annual General Meeting, which is
planned to be held on March 21, 2019, that the number of members of the Board of
Directors for the term expiring at the close of the Annual General Meeting 2020
will be seven and that

* Aaro Cantell, Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Tarja
Tyni and Rogerio Ziviani are re-elected as Board members,
* Mikael Mäkinen is elected as a new Board member,
* Mikael Mäkinen is elected as the Chairman of the Board and Aaro Cantell is
re-elected as the Vice-Chairman of the Board

Bo Risberg, Chairman of the Valmet Board of Directors, has informed the company
in August 2018 that he will not be available for re-election to the Board of
Directors in the next Annual General Meeting. Bo Risberg has served as the
Chairman of Valmet's Board of Directors since 2015.

The Nomination Board notes that the proposed new Chairman of the Board, Mikael
Mäkinen, is evaluated as being independent of the company and the significant
shareholders.

Proposed new Chairman of the Board of Directors

Mikael Mäkinen (MSc (Eng.), born 1956, Finnish citizen) works as President,
Marine at Rolls-Royce Plc since 2014. He is a member of the Rolls-Royce
Executive Team. Prior to this, Mäkinen was President of MacGregor during
2012-2014 and President and CEO of Cargotec Corporation during 2006-2012. He
held several positions within Wärtsilä Group between 1982-2006.

Proposal for the remuneration of the Board of Directors

The Nomination Board proposes that the remuneration for the Chairman of the
Board, for the Vice-Chairman of the Board and for each Board member be increased
by 10 percent.

The Nomination Board proposes to the Annual General Meeting that the annual
remuneration payable to the members of the Board of Directors to be elected at
the Annual General Meeting for the term until the close of the Annual General
Meeting in 2020 be as follows:

* EUR 110,000 for the Chairman of the Board (2018: 100,000),
* EUR 66,000 for the Vice-Chairman of the Board (2018: 60,000),
* EUR 52,800 for each Board member (2018: 48,000).

Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be
paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the
Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee,
and EUR 6,000 for the Chairman of the Remuneration and HR Committee.

In addition, the Nomination Board proposes that a meeting fee in the amount of
EUR 700 shall be paid for those members whose place of residence is in Nordic
countries, EUR 1,400 for those members whose place of residence is elsewhere in
Europe and EUR 2,800 for those members whose place of residence is outside of
Europe for the Board meetings attended, including the meetings of the committees
of the Board of Directors.

The Nomination Board proposes to the Annual General Meeting that as a condition
for the annual remuneration the members of the Board of Directors are obliged,
directly based on the Annual General Meeting's decision, to use 40 percent of
the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed
on a regulated market on the main list of Nasdaq Helsinki stock exchange and
that the purchase will be carried out within two weeks from the publication of
the Interim Review for the period January 1, 2019 to March 31, 2019.

The Nomination Board

Antti Mäkinen (Managing Director, Solidium Oy) acted as the Chairman of the
Nomination Board. The other members the Nomination Board were Satu Huber (CEO,
Elo Mutual Pension Insurance Company), Risto Murto (CEO, Varma Mutual Pension
Insurance Company), Jouko Pölönen (President and CEO, Ilmarinen Mutual Pension
Insurance Company) and Bo Risberg as an expert member in his capacity as the
Chairman of the Board of Directors of Valmet Oyj.

Valmet's Board of Directors will include these proposals into the notice of the
Annual General Meeting of 2019, which is estimated to be published on February
7, 2019.

Further information, please contact:
Antti Mäkinen, Chairman of Valmet's Nomination Board, tel. +358 10 830 8905
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026

VALMET

Kari Saarinen
CFO

Calle Loikkanen
Director, Investor Relations

Valmet is the leading global developer and supplier of process technologies,
automation and services for the pulp, paper and energy industries. We aim to
become the global champion in serving our customers.

Valmet's strong technology offering includes pulp mills, tissue, board and paper
production lines, as well as power plants for bioenergy production. Our advanced
services and automation solutions improve the reliability and performance of our
customers' processes and enhance the effective utilization of raw materials and
energy.

Valmet's net sales in 2016 were approximately EUR 2.9 billion. Our 12,000
professionals around the world work close to our customers and are committed to
moving our customers' performance forward - every day. Valmet's head office is
in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.

Read more www.valmet.com, www.twitter.com/valmetglobal

Follow Valmet IR on Twitter www.twitter.com/valmetir

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