Valmet Oyj — AGM Information 2021

Sep 22, 2021

Valmet Oyj’s Extraordinary General Meeting resolved to approve the merger of Valmet Oyj and Neles Corporation and the resolutions relating to the merger proposed to the Extraordinary General Meeting

Valmet Oyj’s Extraordinary General Meeting resolved to approve the merger of Valmet Oyj and Neles Corporation and the resolutions relating to the merger proposed to the Extraordinary General Meeting

Valmet Oyj’s Extraordinary General Meeting resolved to approve the merger of
Valmet Oyj and Neles Corporation and the resolutions relating to the merger
proposed to the Extraordinary General Meeting

Valmet Oyj’s stock exchange release on September 22, 2021 at 3:15 p.m. EEST

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DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN
IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

The Extraordinary General Meeting (the “General Meeting”) of Valmet Oyj
(“Valmet”) was held today, on Wednesday September 22, 2021 at 2:00 p.m. EEST at
Hall 101 of Messukeskus Helsinki, Messuaukio 1, 00520 Helsinki, Finland. In
order to reduce the risk of infection resulting from the coronavirus (COVID-19)
situation, Valmet sought to keep the General Meeting as short as possible and to
limit the number of participants.

Resolution on the merger

The General Meeting approved the merger of Neles Corporation (“Neles”) into
Valmet through a statutory absorption merger under the Finnish Companies Act
(624/2006, as amended) in accordance with the merger plan (the “Merger”) signed
by the Boards of Directors of Valmet and Neles on July 2, 2021 (the “Merger
Plan”) and approved the Merger Plan. The Merger as a whole and the resolution of
the General Meeting including the resolutions concerning the amendment of the
Articles of Association of Valmet, issuance of new shares in Valmet as Merger
Consideration (as defined below), increase of share capital of Valmet, the
number of members, composition and remuneration of the Board of Directors of
Valmet and the temporary deviation from the Charter of Valmet’s Shareholders'
Nomination Board are conditional upon and will become effective upon the
registration of the execution of the Merger.

i. Amendment of the Articles of Association

The General Meeting resolved, conditionally upon the completion of the Merger,
to amend the articles of association of Valmet in accordance with the Merger
Plan. The amended articles of association are included in full as an appendix of
this release.

ii. Merger consideration

The General Meeting resolved in accordance with the proposal of the Board of
Directors to issue the shareholders of Neles as merger consideration 0.3277 new
shares in Valmet for each share they hold in Neles (“Merger Consideration”).

In case the number of shares received by a shareholder of Neles as Merger
Consideration (per each individual book-entry account) is a fractional number,
the fractions shall be rounded down to the nearest whole number. Fractional
entitlements to new shares in Valmet shall be aggregated and sold in public
trading on Nasdaq Helsinki Ltd and the proceeds shall be distributed to
shareholders of Neles entitled to receive such fractional entitlements in
proportion to their holding of such fractional entitlements. Any costs related
to the sale and distribution of fractional entitlements shall be borne by
Valmet.

The final total number of shares in Valmet to be issued as Merger Consideration
shall be determined on the basis of the number of shares in Neles held by
shareholders of Neles, other than Neles itself and Valmet, at the end of the
trading day preceding the execution of the Merger. Such total number of shares
to be issued as Merger Consideration shall be rounded down to the nearest full
share.

The final total amount of Merger Consideration may be affected by, among others,
any change concerning the number of shares issued by and outstanding in Neles or
held by Neles as treasury shares, e.g., Neles transferring existing treasury
shares in accordance with existing share-based incentive plans, prior to the
date of registration of the execution of the Merger with the Finnish Trade
Register (the “Effective Date”).

iii. Increase of share capital

The General Meeting resolved in accordance with the proposal of the Board of
Directors to increase the share capital of Valmet by EUR 40,000,000, in
connection with the registration of the execution of the Merger.

iv. Number of members of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of
Directors that the number of members of the Board of Directors of Valmet,
including the Chairman and Vice Chairman of the Board of Directors, shall be
eight (8).

v. Composition of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of
Directors that Aaro Cantell, Pekka Kemppainen, Monika Maurer, Eriikka Söderström
and Per Lindberg, each a current member of the Board of Directors of Valmet, are
conditionally elected to continue to serve on the Board of Directors of Valmet,
and that Anu Hämäläinen, a current member of the Board of Directors of Neles, is
conditionally elected as a new member of the Board of Directors of Valmet, that
Mikael Mäkinen, current Chairman of the Board of Directors of Valmet, is
conditionally elected as Chairman of the Board of Directors of Valmet and that
Jaakko Eskola, current Chairman of the Board of Directors of Neles, is
conditionally elected as Vice Chairman of the Board of Directors of Valmet, each
for the term commencing on the Effective Date and expiring at the end of the
first Annual General Meeting of Valmet following the Effective Date.

The term of the currently serving members of the Board of Directors not
conditionally elected to continue in the Board of Directors of Valmet for the
term commencing on the Effective Date shall end on the Effective Date.

vi. Remuneration of members of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of
Directors that in line with the resolutions on Board remuneration made by the
Annual General Meeting of Valmet held on March 23, 2021, the members of the
Board of Directors of Valmet conditionally elected for the term commencing on
the Effective Date and expiring at the end of the first Annual General Meeting
of Valmet following the Effective Date will be paid annual fees as follows:

· EUR 118,000 for the Chairman of the Board;
· EUR 70,000 for the Vice Chairman of the Board; and
· EUR 56,000 for a Board member.

In line with the resolutions of the Annual General Meeting of Valmet held on
March 23, 2021, a base fee of EUR 7,000 will 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 line with the resolutions of the Annual General Meeting of Valmet held on
March 23, 2021, the new members of the Board of Directors will be paid a meeting
fee of EUR 750 per meeting in addition to the fixed annual fee for those new
members whose place of residence is in Nordic countries, EUR 1,500 for those new
members whose place of residence is elsewhere in Europe and EUR 3,000 for those
new 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 new Board member participates via remote connection,
including the meetings of the committees of the Board of Directors, a meeting
fee of EUR 750 will be paid to new Board members. Further, a meeting fee of EUR
1,500 will be paid to new Board members for a Board travel meeting.

The annual remuneration of the new Board members elected hereunder shall be paid
in proportion to the length of their term in office.

Otherwise, the resolutions on Board remuneration made by the Annual General
Meeting of Valmet held on March 23, 2021 shall remain in force unaffected.

vii. Temporary deviation from Charter of Shareholders’ Nomination Board

The General Meeting resolved in accordance with the proposal of the Board of
Directors that a temporary deviation is made from the Charter of Shareholders’
Nomination Board to the effect that the composition of the Shareholders'
Nomination Board will be amended after the Effective Date and the right to
nominate representatives to the Shareholders’ Nomination Board following the
Effective Date shall be vested with the shareholders having the largest share of
the votes represented by all the shares in Valmet on the first business day
following the Effective Date, provided that the Effective Date occurs no less
than four (4) months prior to the planned date of the next Annual General
Meeting of Valmet.

Other Information

The execution of the Merger is still subject to, inter alia, obtaining necessary
merger control approvals by the relevant competition authorities. The planned
Effective Date of the Merger is January 1, 2022. The planned Effective Date may
change, and the actual Effective Date may be earlier or later than the above
-mentioned date.

The proposed resolutions formed an entirety that required the adoption of all
its individual items (including items (i)-(vii)) by a single resolution. The
General Meeting could only approve or reject the proposed resolutions but not
amend them.

The minutes of the General Meeting will be available on Valmet’s website as of
October 6, 2021 at the latest. A recording of the presentation of the Merger
held by President and CEO Pasi Laine will be available on Valmet’s website after
the General Meeting.

Neles has today, on September 22, 2021, published a stock exchange release
regarding the resolutions taken by its Extraordinary General Meeting. Neles’
Extraordinary General Meeting today approved the Merger Plan and resolved on
Neles’ merger with Valmet.

VALMET OYJ

For further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020

Important Notice

In a number of jurisdictions, in particular in Australia, Canada, Hong Kong,
South Africa, Singapore, Japan and the United States, the distribution of this
release may be subject to restrictions imposed by law (such as registration of
the relevant offering documents, admission, qualification and other
regulations). In particular, neither the Merger Consideration shares nor any
other securities referenced in this release have been registered or will be
registered under the United States Securities Act of 1933, as amended (the
“Securities Act”) or the securities laws of any state of the United States and
as such neither the Merger Consideration shares nor any other security
referenced in this release may be offered or sold in the United States except
pursuant to an applicable exemption from registration under the Securities Act.
There will be no public offering of securities in the United States.

This release is neither an offer to sell nor the solicitation of an offer to buy
any securities and shall not constitute an offer, solicitation or sale in the
United States or any other jurisdiction in which such offering, solicitation or
sale would be unlawful. Save as required by applicable law or regulation, this
release must not be forwarded, distributed or sent, directly or indirectly, in
whole or in part, in or into the United States, or otherwise in or into any
jurisdiction where the distribution of these materials would breach any
applicable law or regulation, or would require any registration or licensing
within such jurisdiction. Failure to comply with the foregoing limitation may
result in a violation of the Securities Act or other applicable securities laws.

This release contains forward-looking statements. All statements other than
statements of historical fact included in this release are forward-looking
statements. Forward-looking statements give the combined company’s current
expectations and projections relating to its financial condition, results of
operations, plans, objectives, future performance, benefits of the Merger, and
business. These statements may include, without limitation, any statements
preceded by, followed by or including words such as “expect”, “aim”, “intend”,
“may”, “plan”, “would”, “could”, and other words and terms of similar meaning or
the negative thereof. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors beyond the combined company’s
control that could cause the combined company’s actual results, performance or
achievements to be materially different from the expected results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the
combined company’s present and future business strategies and the environment in
which it will operate in the future. Shareholders should not rely on these
forward-looking statements. Neither Valmet nor Neles, nor any of their
respective affiliates, advisors or representatives or any other person
undertakes any obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release. Further, there can be
no certainty that the Merger will be completed in the manner and timeframe
described in this release and the merger prospectus, or at all.

ANNEX 1: Articles of Association

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 2020 were approximately EUR 3.7 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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