Valmet Oyj — AGM Information 2020

Nov 30, 2020

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

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

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

Valmet Oyj’s stock exchange release on November 30, 2020 at 3:00 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 23, 2021, that the number of members of the Board of
Directors for the term expiring at the close of the Annual General Meeting 2022
will be eight, and that

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

"The proposed Board composition possesses an extensive and mutually
complementary experience from international companies, varied educational
background and relevant qualifications. I believe it supports Valmet’s business
operations and good corporate governance", says Antti Mäkinen, Chairman of the
Nomination Board.

The Nomination Board notes that all proposed Board members are independent of
the company. With the exception of Aaro Cantell, the proposed board members are
independent of the company's significant shareholders. Valmet's definition of
Board members' independence complies with the Finnish Corporate Governance Code.

Proposed new member for the Board of Directors

Per Lindberg (born 1959) is currently Senior Advisor at Peymar Holding AB.
Previously he served as President and CEO of Epiroc AB between 2018–2020. Prior
to that he was President and CEO of BillerudKorsnäs AB between 2012–2017,
President and CEO of Billerud AB 2005–2012, and President of Korsnäs AB
2001–2005. He was Vice President at Investment AB Kinnevik between 2004–2005 and
did management consulting at Applied Value Corporation in Chicago in 1997–2001.
Between 1990–1997, Lindberg was an Associate professor at Chalmers University of
Technology in Gothenburg.

The current members of the Board of Directors are presented on Valmet’s website
https://www.valmet.com/investors/governance/board-of-directors/.

Proposal for the remuneration of the Board of Directors

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 2022 be increased and as follows:

· EUR 118,000 for the Chairman of the Board (2020: 115,000),
· EUR 70,000 for the Vice-Chairman of the Board (2020: 67,500),
· EUR 56,000 for a Board member (2020: 54,000).

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 750 (2020: EUR 700) shall be paid for those members whose place of residence
is in Nordic countries, EUR 1,500 (2020: EUR 1,400) for those members whose
place of residence is elsewhere in Europe and EUR 3,000 (2020: 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.

For meetings in which a Board member participates via remote connection,
including the meetings of the committees of the Board of Directors, the
Nomination Board proposes that a meeting fee of EUR 750 shall be paid to Board
members. Furthermore, the Nomination Board proposes that a meeting fee of EUR
1,500 shall be paid to Board members for a Board travel meeting.

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 to March 31, 2021.

The Nomination Board

Antti Mäkinen (CEO, Solidium Oy) acted as the Chairman of the Nomination Board.
The other members of the Nomination Board were Mikko Mursula (Deputy CEO,
Investments, Ilmarinen Mutual Pension Insurance Company), Satu Huber (CEO, Elo
Mutual Pension Insurance Company), Reima Rytsölä (Deputy CEO, Varma Mutual
Pension Insurance Company), and Mikael Mäkinen 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 2021, which is estimated to be published on February 4,
2021.

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

Pekka Rouhiainen
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 2019 were approximately EUR 3.5 billion. Our 14,000
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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