Valmet Oyj — M&A Activity 2021

Jul 2, 2021

Valmet and Neles to merge creating a leading company with a unique offering for process industries globally

Valmet and Neles to merge creating a leading company with a unique offering for process industries globally

Valmet Oyj’s stock exchange release (inside information) on July 2, 2021 at
8:50 a.m. EEST

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION
IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Valmet Oyj (“Valmet”) and Neles Corporation (“Neles”) announce that their
respective Boards of Directors have today signed a combination agreement (the
“Combination Agreement”) and a merger plan to combine the two companies through
a merger (the “Combined Company”).

Transaction highlights

· The Combined Company will be a leading company with a unique offering for
process industries globally with illustrative combined net sales for 2020 of
approximately EUR 4.3 billion. In addition, it will have a globally balanced
expert organization of approximately 17,000 professionals.
· The Combined Company expects to have growth potential in all current
businesses and in new emerging sectors supported by favorable megatrends. It
will also have enhanced growth opportunities across automation and flow control
serving a range of various process industries with a strong sustainability
focus. The Combined Company will benefit from broader revenue and cost synergies
anchored in the strong industrial logic of combining flow control and automation
systems.
· The combination is expected to generate annual run-rate synergies of
approximately EUR 25 million of which approximately 60 percent are expected to
be achieved by 2023 and approximately 90 percent by 2024. Total one-off
implementation costs related to synergies are expected to be approximately EUR
25 million.
· The proposed combination will be implemented as a statutory absorption
merger whereby Neles will be merged into Valmet.
· Upon completion, Neles’ shareholders (excluding Valmet as well as Neles with
respect to treasury shares held by Neles) will receive as merger consideration
0.3277 new shares in Valmet for each share they hold in Neles at the end of the
last trading day preceding the date of registration of the execution of the
merger (the “Effective Date”) whereby, based on the current number of shares
issued, Neles shareholders (excluding Valmet as well as Neles with respect to
treasury shares held by Neles) would own approximately 18.8 percent of the
shares and votes of the Combined Company, and Valmet shareholders would own
approximately 81.2 percent of the shares and votes of the Combined Company.
· Neles may distribute to its shareholders an extra distribution of funds in
the amount of up to EUR 2.00 per share either as dividend or return of equity or
a combination of the aforementioned prior to the Effective Date.
· The merger consideration, noting additionally the above-mentioned extra
distribution of funds, implies a value per Neles share of EUR 14.22 using
Valmet’s closing share price of EUR 37.29 on July 1, 2021, corresponding to a
premium of 16.4% compared to Neles’ closing share price on July 1, 2021 and a
premium of 19.8% compared to the last three-month volume-weighted average price
ending on July 1, 2021.
· The Boards of Directors of Valmet and Neles have decided that it is in the
best interest of their respective shareholders to propose the combination to
their respective EGMs.
· Shareholders representing approximately 16.9 percent of the shares and votes
in Valmet, and shareholders representing approximately 15.4 percent of the
shares and votes in Neles, have subject to certain customary conditions
irrevocably undertaken to vote in favor of the combination. Together with
Valmet, the above-mentioned shareholders in Neles hold approximately 45.0
percent of the outstanding shares and votes in Neles.
· The Board of Directors of Valmet has together with its management considered
appropriate preliminary financial targets for the Combined Company and agreed on
the following framework: net sales for services and automation business to grow
over two times the market growth, net sales for capital business to exceed
market growth, Comparable EBITA margin to be 12–14%, Comparable return on
capital employed (ROCE) before taxes to be at least 15%, and dividend payout to
be at least 50% of net profit.
· Valmet has obtained necessary commitments for the financing of the
completion of the merger and Neles has obtained necessary commitments for the
extra distribution of funds.
· The combination is subject to, among other items, approval by a majority of
two-thirds of the votes cast and shares represented at the respective
Extraordinary General Meetings (“EGM”) of Valmet and Neles, and the obtaining of
merger control and other regulatory approvals.
· The completion is expected to occur on or about January 1, 2022, subject to
all conditions for completion being fulfilled.
· It is proposed that the Board of Directors of the Combined Company will
include six (6) directors from the current Board of Directors of Valmet (Mikael
Mäkinen, Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka
Söderström) and two (2) directors from the current Board of Directors of Neles
(Jaakko Eskola and Anu Hämäläinen). It is proposed that the Combined Company’s
Chairman of the Board of Directors will be Mikael Mäkinen and that the Combined
Company’s Vice Chairman of the Board of Directors will be Jaakko Eskola.
· Pasi Laine will continue to act as the President and CEO of the Combined
Company after the completion of the merger.

Valmet Chairman, Mr. Mikael Mäkinen, said: “The combination of Valmet and Neles
will create a broad and competitive product offering for our customers and build
on the excellent reputation of both of our businesses. The transaction creates a
global industrial leader with a bright future beyond what we could achieve
separately. Together our businesses are better positioned to drive innovation
and leadership in sustainability.”

Neles Chairman, Mr. Jaakko Eskola, said: “The common heritage of Valmet and
Neles will allow for a smooth integration of our two companies to the benefit of
shareholders, customers and employees. Neles will benefit from enhanced scale to
accelerate its growth and building on the excellent work done by Neles
management since the formation of Neles as an independent company in 2020.”

Valmet President and CEO, Mr. Pasi Laine, said: “We are delighted with the
announcement of the merger which will create an even stronger Valmet with a
strong offering to global process industries and a global team of 17,000
professionals around the world. The Combined Company will have solid business
fundamentals, a strong financial profile, attractive growth potential and
estimated synergies contributing to the enhanced shareholder value.”

Neles President and CEO, Mr. Olli Isotalo, said: “Through our capabilities and
know-how, we have positioned Neles for best in class growth and profitability
and now look forward to accelerating this agenda as part of the Combined
Company. We are delighted about the opportunities to continue to execute our
growth in flow control across process industries from an even stronger base. The
combination also creates attractive opportunities to digitalize our joint
services to support customers’ efforts to achieve greater sustainability in
their operations.”

The rationale of the Combination

The proposed combination will:

· Create a leading company with a unique, competitive and balanced total
offering for process industries globally with
· illustrative combined net sales of approximately EUR 4.3 billion in 2020
and approximately 17,000 employees;
· strong positions in its respective segments including paper, board, pulp
and energy technologies, flow control, automation systems and services;
· a combined business benefitting from diversified product platforms, end
markets and customers with relevant scale in key markets; and
· an ideal positioning to benefit from the strong sustainability focus in
the Combined Company’s end markets through megatrends such as energy transition
and increasing demand for renewables.

· Create opportunities to exceed market growth, increase profitability and
maintain a strong financial profile with end markets diversification across
process industries and a large recurring and stable automation and services
business providing resilience to business cycles;
· Enhance its positioning and offering through the strong industrial benefits
of the combination of flow control and automation systems;
· Create a platform for further growth in the automation and flow control
business;
· Contribute to shareholder value through, among others, synergies expected
from the combination;
· Benefit from Valmet’s track record and know-how in developing integrated
businesses as evidenced from its growth path of automation.

Strategic and financial benefits

The Combined Company will benefit from an extensive offering of process
technologies, services, flow control and automation systems. The business will
have strong market positions in core segments. Together, Valmet and Neles will
be better positioned to drive innovation and enhance leadership in
sustainability. In addition, the business is expected to benefit from
significant cost and revenue synergies driven by:

· Revenue synergies from improved combined sales to pulp & paper customers,
cross-selling to the energy and process industry customers, a more comprehensive
service offering and an extended service network;
· New offering development synergies from improved process automation
technology development as well as remote monitoring and predictive maintenance
offering development; and
· Cost synergies from e.g. enhanced efficiencies in global and country-driven
functions, common locations and cost savings from combining functions relating
to operating as a listed company.

The combination is expected to generate annual run-rate synergies of
approximately EUR 25 million of which approximately 60 percent are expected to
be achieved by 2023 and approximately 90 percent by 2024. Total one-off
implementation costs related to synergies are expected to be approximately EUR
25 million.Together, these are expected to create a platform for significant
value enhancement for the shareholders of Valmet and Neles.

The Combined Company

Overview

In the financial year ended December 31, 2020, the Combined Company had
illustrative combined net sales of approximately EUR 4,309 million and
comparable EBITA of approximately EUR 449 million. Approximately half of the
Combined Company’s net sales is expected to come from a recurring and stable
automation and services business providing resilience across business cycles.
Together, the companies have approximately 17,000 employees with a global
footprint of 54 production units, 23 R&D centers and approximately 140 service
centers.

The Combined Company is expected to have strong market positions in its
respective segments including paper, board, pulp and energy technologies, flow
control, automation systems and services.

The Combined Company will continue to be listed on Nasdaq Helsinki Ltd and the
name of the company will remain Valmet Oyj.

Ownership structure and governance

Upon the completion of the merger, Neles shareholders (excluding Valmet as well
as Neles with respect to treasury shares held by Neles) will receive as merger
consideration 0.3277 new shares in Valmet for each share they hold in Neles at
the end of the last trading day preceding the Effective Date, corresponding to a
post-completion ownership in the Combined Company of approximately 81.2 percent
for Valmet shareholders and approximately 18.8 percent for Neles shareholders,
assuming that none of Neles shareholders demands redemption of his/her/their
shares at the Neles EGM resolving on the merger and that no additional shares
are issued by Valmet or Neles. The table below illustrates the ten (10) largest
shareholders of the Combined Company (as per June 30, 2021), assuming all
current Valmet and Neles shareholders are shareholders with unchanged holdings
also at the completion of the combination[1)].

[][][]
Shareholder Shares % of shares and votes
1. Solidium Oy 16,695,287 9.1%
2. Ilmarinen Mutual Pension 5,584,562 3.0%
Insurance Company
3. Cevian Capital Partners 5,358,268 2.9%
Limited
4. Alfa Laval AB (publ) 4,169,629 2.3%
5. Elo Mutual Pension Insurance 3,073,144 1.7%
Company
6. OP Funds[2)] 2,368,118 1.3%
7. The State Pension Fund of 2,171,765 1.2%
Finland
8. Varma Mutual Pension 2,087,465 1.1%
Insurance Company
9. Nordea Funds[3)] 956,591 0.5%
10. Danske Invest Funds[4)] 830,000 0.5%
Top 10 shareholders 43,294,829 23.5%
Other shareholders 140,843,418 76.5%
Total outstanding sharesand 184,138,247 100.0 %
votes (excl. treasury
shares)

[1) ]Excluding treasury shares of both Valmet and Neles[2)] OP Funds comprises
of OP-Suomi and OP-Suomi Pienyhtiöt funds[3)] Nordea Funds comprises of Nordea
Pro Suomi, Nordea Suomi Passiivinen and Nordea Premium Varainhoito Kasvu
funds[4)] Danske Invest Funds comprises of Danske Invest Finnish Equity Fund

Board of directors and management

It is proposed that the Board of Directors of the Combined Company will include
six (6) directors from the current Board of Directors of Valmet (Mikael Mäkinen,
Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka
Söderström) and two (2) directors from the current Board of Directors of Neles
(Jaakko Eskola and Anu Hämäläinen). It is proposed that the Combined Company’s
Chairman of the Board of Directors will be Mikael Mäkinen and that the Combined
Company’s Vice Chairman of the Board of Directors will be Jaakko Eskola.

Pasi Laine, currently President and CEO of Valmet, will continue to act as the
President and CEO of the Combined Company after the completion of the merger and
Kari Saarinen, the current CFO of Valmet would be appointed as the CFO.

Illustrative combined financial information

The illustrative combined statement of income information presented below is
based on Valmet and Neles’ audited consolidated financial statements as at and
for the financial year ended December 31, 2020 and the unaudited consolidated
interim financial information as at and for the three months ended March 31,
2021. The illustrative combined balance sheet presented is based on the
unaudited consolidated balance sheet information of both companies as at March
31, 2021. The combined financial information is presented for illustrative
purposes only and is unaudited.

The illustrative combined financial information presented herein is based on a
hypothetical situation and should not be viewed as pro forma financial
information as any impacts of purchase price allocation, differences in
accounting principles, adjustments related to transaction costs, tax impacts and
impacts of the potential refinancing have not been taken into account. The
illustrative combined financial information does not reflect any cost savings,
synergy benefits or future integration costs that are expected to be generated
or may be incurred as a result of the merger.

Valmet currently owns 29.57 percent of the outstanding shares of Neles. In the
consolidated financial statements of Valmet, Neles has been treated as an
associated company. The acquisition of Neles is considered as a business
combination achieved in stages where as a result of the merger the previously
held interest in Neles will be remeasured to fair value and the gain or loss
will be recognized in the consolidated statement of income of Valmet at the
merger completion date. Valmet will apply the acquisition method and account
Neles as a subsidiary where the goodwill recognized in connection with the
merger will be the aggregate of merger consideration paid, any amount of any non
-controlling interest and the merger date fair value of Valmet’s previously held
interest in Neles less the fair value of identifiable net assets of Neles.

The actual consolidated financial information for the Combined Company will be
prepared based on the final merger consideration, the final fair value of the
previously held interest in Neles and the fair values of Neles’ identifiable
assets and liabilities at the merger completion date, including the impacts of
the possible refinancing that is contingent on the completion of the proposed
combination. The Combined Company’s consolidated financial information that will
be published following the completion of the proposed combination could
therefore differ significantly from the illustrative combined financial
information presented herein. Accordingly, this information is not indicative of
what the Combined Company’s actual financial position, results of operations or
key figures would have been had the proposed combination been completed on the
dates indicated.

Pro forma financial information with notes disclosures will be available in a
merger prospectus to be published by Valmet prior to the EGMs of Valmet and
Neles. For reconciliations on the alternative performance measures, see Annex 2
to this release.

Illustrative combined statement of income information – unaudited

The illustrative combined financial information of the Combined Company is
presented assuming the activities were included in the same group from the
beginning of January 1, 2020. The illustrative combined statement of income
information has been calculated as a sum of Valmet and Neles’ financial
information for the financial year ended December 31, 2020 and for the three
months ended March 31, 2021 with the following adjustments:

· A preliminary gain on fair valuation of the previously held interest in
Neles of EUR 180 million has been included in the combined statement of income
for the financial year ended December 31, 2020 as an item affecting
comparability impacting combined EBITA and combined operating profit. This
figure is illustrative and subject to change.
· The share in profits and losses of associated companies historically
reported by Valmet relating to its existing interest in Neles has been
eliminated from both periods presented and other transactions between Valmet and
Neles have also been eliminated.
[][][][]
1-3/2021 1-12/2020
MEUR, unless otherwise stated Combined Valmet Neles Combined Valmet Neles
Net Sales 984 858 129 4,309 3,740 576
Comparable EBITA [1)] 96 80 16 449 365 85
% of Net Sales 9.8% 9.4% 12.3% 10.4% 9.8% 14.8%
EBITA [2)] 101 89 16 605 [3)] 355 74
% of Net Sales 10.2% 10.3% 12.3% 14.0% 9.5% 12.8%
Operating profit 91 76 15 569 [3)] 319 70
% of Net Sales% 9.3% 8.9% 11.7% 13.2% 8.5% 12.2%

[1) ]Comparable EBITA = Operating profit + depreciation, amortization and
impairments +/- items affecting comparability

[2) ]Operating profit + amortization

[3) ]Includes an illustrative gain on fair valuation of the previously held
interest in Neles by Valmet of EUR 180 million based on the fair value
calculated using Valmet’s share price on June 28, 2021, (EUR 36.68 per share)
and a conversion rate of 0.3277

Illustrative combined balance sheet information and related KPIs – unaudited

The combined balance sheet information illustrates the impact of the proposed
combination as if the transaction had taken place on March 31, 2021. The
illustrative combined balance sheet information as at March 31, 2021 has been
calculated as a sum of Valmet and Neles’ balance sheet information at March 31,
2021 adjusted using the following assumptions:

· Both Valmet and Neles’ dividend distributions, including dividends received
from Neles by Valmet, for the financial year ended December 31, 2020 paid
subsequent to March 31, 2021 have been adjusted as if paid. The extra
distribution of funds to Neles' shareholders of up to EUR 2.00 per share
proposed to be distributed prior to the completion of the merger has been
adjusted as if distributed and paid, increasing net interest-bearing liabilities
by EUR 212 million.
· The preliminary aggregated merger consideration and fair value of the
previously held interest in Neles, which has been calculated based on the
closing share price of Valmet’s shares on June 28, 2021 (EUR 36.68 per share)
and a conversion rate of 0.3277 less Neles’ net assets as at March 31, 2021,
totaling EUR 1,855 million have been allocated to goodwill. Of the illustrative
aggregate preliminary consideration transferred in the amount of EUR 1,805
million, EUR 1,272 million has been allocated to total equity and Valmet’s
previously held interest in Neles has been remeasured through the statement of
income with the impact of EUR 180 million increasing the illustrative combined
equity. These figures are indicative and subject to change.
[][][][]
March 31, 2021
MEUR, unless otherwise stated Combined Valmet Neles
Total assets 5,940 4,022 676
Total equity 2,530 1,079 250
Total liabilities 3,409 2,943 425
Return on equity (ROE) 11% 21% 17%
(annualized) [1)]
Return on capital employed 11% 20% 12%
(ROCE) before taxes (annualized)
[2)]
Equity to assets ratio [3)] 53% 37% 39%
Gearing (%) [4)] 18% 3% 25%

[1)] Annualized Profit for the period / Total equity (at March 31, 2021)

[2)] Annualized Profit before taxes + annualized interest and other financial
expenses / balance sheet total - non-interest-bearing liabilities (at March 31,
2021)

[3)] Total equity / (Balance sheet total - amounts due to customers under
revenue contracts)

[4)] Net interest-bearing liabilities / Total equity

Financial targets approved by the Board of Directors of Valmet

The Board of Directors of Valmet has together with its management considered
appropriate preliminary financial targets for the Combined Company and agreed on
the following framework. Subsequent to the completion of the merger, the
management team of the Combined Company will together with the Board of
Directors of the Combined Company refine and possibly adapt these targets.

· Net sales for services and automation business to grow over two times the
market growth;
· Net sales for capital business to exceed market growth;
· Comparable EBITA: 12–14%;
· Comparable return on capital employed (ROCE) before taxes at least 15%; and
· Dividend payout at least 50% of net profit.

The Merger

The statutory merger

The proposed combination of Valmet and Neles will be executed through a
statutory absorption merger pursuant to the Finnish Companies Act whereby all
assets and liabilities of Neles are transferred without a liquidation procedure
to Valmet. As a result of the completion of the merger, Neles will automatically
dissolve.

Upon completion of the merger, Neles’ shareholders (excluding Valmet as well as
Neles with respect to treasury shares held by Neles) will receive as merger
consideration 0.3277 new shares in Valmet for each share they hold in Neles at
the end of the last trading day preceding the Effective Date. The aggregate
number of the new shares in Valmet to be issued as merger consideration to the
shareholders of Neles is expected to be 34,664,986 shares (excluding shares held
by Valmet in Neles as well as treasury shares held by Neles, and assuming that
none of Neles’ shareholders will demand redemption of his/her/their shares at
the EGM of Neles resolving on the merger).

As part of the proposed combination, the Board of Directors of Valmet and Neles
have agreed that they can propose to their respective annual general meetings a
distribution of funds and in accordance with the current dividend policy and
past practice, respectively, in an aggregate amount not exceeding EUR 180
million for Valmet and an aggregate amount not exceeding EUR 40 million for
Neles for the financial year ending December 31, 2021 if the completion has not
taken place by certain time and under certain conditions. In addition, Neles may
distribute to its shareholders an extra distribution of funds in the amount of
up to EUR 2.00 per share either as dividend or return of equity or a combination
of the aforementioned prior to the Effective Date.

The merger plan, which is included as Annex 1 to this stock exchange release,
contains information on certain terms and conditions of the contemplated merger,
including the merger consideration to Neles’ shareholders.

Approvals

The completion of the contemplated merger is subject to, among other items,
approval by a majority of two-thirds of votes cast and shares represented at the
respective EGMs of Valmet and Neles, the obtaining of necessary merger control
and other regulatory approvals, the availability of the financing agreed for the
purpose of the merger and that no material adverse effect has taken place before
the completion of the merger. As the transaction is proposed to be implemented
by way of a statutory merger of Neles into Valmet, it is also subject to a
statutory creditor summons process of Neles’ creditors. All conditions for the
completion of the merger are set out in the merger plan, which is included as
Annex 1 to this stock exchange release.

Indicative timetable

Each of Valmet and Neles will convene an EGM to decide upon the contemplated
merger. The EGMs are expected to be held in September 2021. The companies will
publish notices to their respective EGMs through separate stock exchange
releases.

In addition to the merger plan, further information about the contemplated
combination, the merger and the Combined Company will also be available in a
merger prospectus expected to be published in September 2021 by Valmet prior to
the EGMs of Valmet and Neles.

Subject to all conditions for completion being fulfilled, the completion of the
merger is expected to occur on or about January 1, 2022. Trading in the new
shares of Valmet to be issued to Neles’ shareholders is expected to begin on or
about the first trading day following the completion of the merger.

The Combination Agreement

Valmet and Neles have on July 2, 2021 entered into a Combination Agreement,
pursuant to which Valmet and Neles have agreed to combine their business
operations through a statutory absorption merger pursuant to the Finnish
Companies Act.

The Combination Agreement contains certain customary representations and
warranties as well as undertakings, such as, inter alia, each party conducting
its business in the ordinary course of business before the completion of the
merger, keeping the other party informed of any and all matters that may be of
material relevance for the purposes of effecting the completion of the merger,
preparing the necessary regulatory filings and notifications in cooperation with
the other party and, cooperating with the other party in relation to the
financing of the Combined Company and possible objections by Neles’ creditors.

In addition, Valmet and Neles each undertake not to solicit proposals competing
with the transaction agreed in the Combination Agreement and to inform each
other about any competing proposals, and if not prohibited under their fiduciary
duties, to provide the other party a reasonable opportunity to negotiate with
the Board of Directors of the contacted party about matters arising from the
competing proposal. The companies’ Boards of Directors may decide to recommend a
competing proposal only if required to do so in order to comply with their
fiduciary duties pursuant to the Finnish Companies Act. At the request of the
other party the Board of Directors in question shall, however, always convene an
EGM to resolve on the merger pursuant to the Combination Agreement.

Moreover, Valmet and Neles have given each other certain customary
representations and warranties related to, inter alia, the authority to enter
into the Combination Agreement, due incorporation, status of the shares in the
respective company, preparation of financial statements and interim reports,
compliance with applicable licenses, laws and agreements, legal proceedings,
ownership of intellectual property, taxes, employees, and the due diligence
materials provided to the other party.

Valmet and Neles shall bear their own fees, costs and expenses incurred in
connection with the merger.

The Combination Agreement may be terminated by mutual written consent duly
authorized by the Boards of Directors of Valmet and Neles. Each of Valmet and
Neles may terminate the Combination Agreement, inter alia, if (i) the merger has
not been completed by December 31, 2022 (or it becomes evident that the
completion cannot take place by that time); (ii) in case of a material adverse
effect after the signing date that is incapable of being cured, all as defined,
and following the consultation and other procedures described, in the
Combination Agreement; (iii) the EGMs of Valmet and Neles have not considered
the merger in accordance with the Combination Agreement or if, upon
consideration by the relevant EGM, they shall have failed to duly approve the
merger; (iv) if any governmental entity (including any competition authority)
gives an order or takes any regulatory action that is non-appealable and
conclusively prohibits the completion of the merger; or (v) in case of a
material breach by the other party of any of the representations, warranties,
covenants or undertakings under the Combination Agreement if such breach has
resulted, or could reasonably be expected to result, in a material adverse
effect, as described in the Combination Agreement. In the event the Combination
Agreement is terminated due to certain reasons specified in the Combination
Agreement, the parties have agreed on the payment of cost coverage of agreed
amounts.

Fairness opinion

The Board of Directors of Neles has concluded that the consideration being paid
in connection with the transaction is fair from a financial point of view to the
shareholders of Neles. The Board of Directors of Neles made its assessment after
taking into account several factors. The Board of Directors of Neles has
received on July 2, 2021 two independent fairness opinions from Neles’ financial
advisors Morgan Stanley & Co. International plc and Access Partners Oy. In
providing their fairness opinions, the financial advisors took into account the
commercial assessment of the Board of Directors of Neles.

The Board of Directors of Valmet has concluded that the merger consideration
being paid by Valmet in connection with the merger is fair, from a financial
point of view, to Valmet. The Board of Directors of Valmet made its assessment
after taking into account several factors including, but not limited to, the
fairness opinion of Valmet’s financial advisor, Bank of America Europe
Designated Activity Company, Stockholm branch (“BofA Securities”), delivered to
the Board of Directors of Valmet on, and dated, 1 July 2021, to the effect that,
as of the date of such fairness opinion, the merger consideration to be paid by
Valmet (namely, each outstanding ordinary share of Neles, excluding those Neles
shares held by Valmet, to be exchanged for 0.3277 ordinary shares of Valmet) was
fair, from a financial point of view, to Valmet, which fairness opinion was
based upon and subject to the assumptions made, procedures followed, matters
considered and limitations and qualifications on the review undertaken as more
fully described in such fairness opinion (recognizing, for the avoidance of
doubt, that subject to the terms and conditions of the Combination Agreement,
Neles shareholders will receive a EUR 2.00 per share distribution of funds prior
to completion of the merger). The fairness opinion of BofA Securities was
provided for the use and benefit of the Board of Directors of Valmet (in its
capacity as such).

Financing

In order to support and finance the completion of the merger, Valmet and Neles
have entered into re- and back-up financing agreements with Danske Bank A/S and
Nordea Bank Abp. The merger financing arrangements comprise EUR 695 million term
loan facilities for Valmet and EUR 301 million term facility for Neles, which
Danske Bank A/S and Nordea Bank Abp as joint underwriters, coordinating
bookrunners and mandated lead arrangers have arranged and underwritten in full.
The facilities may be used to refinance the companies’ existing indebtedness in
connection with the merger and finance potential cash redemptions of Neles’
shares and Neles’ extra distribution of funds.

Neles intends to seek certain consents and waivers in respect of its existing
indebtedness and such indebtedness in relation to which requisite consents have
been obtained prior to the completion of the merger, together with the
indebtedness refinanced in connection therewith, will transfer to the Combined
Company.

Shareholder support

Shareholders representing approximately 16.9 percent of the outstanding shares
and votes in Valmet, including Solidium Oy, Ilmarinen Mutual Pension Insurance
Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance
Company, and shareholders holding approximately 15.4 percent of the outstanding
shares and votes in Neles, including Cevian Capital Partners Limited, Ilmarinen
Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma
Mutual Pension Insurance Company, have subject to certain customary conditions
irrevocably undertaken to attend the respective EGMs of Valmet and Neles and to
vote in favor of the combination. Together with Valmet, the above-mentioned
shareholders in Neles hold approximately 45.0 percent of the outstanding shares
and votes in Neles.

Advisors

Valmet is being advised by BofA Securities and Nordea Bank Abp as lead financial
advisors, and Hannes Snellman Attorneys Ltd and Skadden, Arps, Slate, Meagher &
Flom LLP as legal advisors. Neles is being advised by Morgan Stanley & Co.
International plc as lead financial advisor and Access Partners Oy as financial
advisor, and Roschier, Attorneys Ltd. and Freshfields Bruckhaus Deringer LLP as
legal advisors.

VALMET OYJ

Board of Directors

NELES CORPORATION

Board of Directors

Analyst and investor webcast and media conference

To discuss the merger announcement, the Chairmen and CEOs of Valmet and Neles
will host a virtual news conference in English for analysts, investors, and
media today, July 2, 2021 at 10:00 a.m. Finnish time (EEST). The news conference
can be followed through a live webcast at https://valmet.videosync.fi/2021-07-02
-tiedotustilaisuus.

It is also possible to take part in the news conference through a conference
call. Conference call participants are requested to dial in at least five
minutes prior to the start of the conference, at

Finland Toll: +358 981710310

Sweden Toll: +46 856642651

Germany Toll: +49 6913803430

United Kingdom Toll: +44 3333000804

France Toll: +33 170750711

The participants will be asked to provide the following conference PIN:
50212013#.

During the webcast and the conference call, all questions should be presented in
English.

Management of Valmet and Neles are available for face to face media interviews
and photo shooting at 12:15 – 13:15 p.m. at Valmet headquarters, Keilasatama 5,
Espoo, Finland. After 13:15 Teams/phone interviews are also possible. Media is
advised to reserve time slots for interviews by contacting Mirkka Aarti, Valmet,
phone +358 50 44 358 9686, email mirkka.aarti@valmet.com.

DISTRIBUTION:

Nasdaq Helsinki
Major media
www.valmet.com

Information on Valmet and Neles in brief

Valmet is a 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.

Neles is one of the leading providers of mission-critical flow control solutions
and services for process industries. With our global team of experts and
innovative solutions, we help our customers to improve their process performance
and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in
Finland and had sales of about EUR 576 million in 2020. Neles employs about
2,850 people in approximately 40 countries.

Important notice

This release is not an offer of merger consideration shares in the United States
and it is not intended for distribution in or into the United States or in any
other jurisdiction in which such distribution would be prohibited by applicable
law. The merger consideration shares have not been and will not be registered
under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be
offered, sold or delivered within or into the United States, except pursuant to
an applicable exemption of, or in a transaction not subject to, the Securities
Act.

This release does not constitute an offer of or an invitation by or on behalf
of, Valmet or Neles, or any other person, to purchase any securities.

This release does not constitute a notice to an EGM or a merger prospectus. Any
decision with respect to the proposed statutory absorption merger of Neles into
Valmet should be made solely on the basis of information to be contained in the
actual notices to the EGM of Valmet and Neles, as applicable, and the merger
prospectus related to the merger as well as on an independent analysis of the
information contained therein. You should consult the merger prospectus for more
complete information about Valmet, Neles, their respective subsidiaries, their
respective securities and the merger.

This release includes “forward-looking statements” that are based on present
plans, estimates, projections and expectations and are not guarantees of future
performance. They are based on certain expectations and assumptions, which, even
though they seem to be reasonable at present, may turn out to be incorrect.
Shareholders should not rely on these forward-looking statements. Numerous
factors may cause the actual results of operations or financial condition of the
combined company to differ materially from those expressed or implied in the
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.

This release includes estimates relating to the synergy benefits expected to
arise from the merger and the combination of the business operations of Valmet
and Neles as well as the related integration costs, which have been prepared by
Valmet and Neles and are based on a number of assumptions and judgments. Such
estimates present the expected future impact of the merger and the combination
of the business operations of Valmet and Neles on the combined company’s
business, financial condition and results of operations. The assumptions
relating to the estimated synergy benefits and related integration costs are
inherently uncertain and are subject to a wide variety of significant business,
economic, and competitive risks and uncertainties that could cause the actual
synergy benefits from the merger and the combination of the business operations
of Valmet and Neles, if any, and related integration costs to differ materially
from the estimates in this release. Further, there can be no certainty that the
merger will be completed in the manner and timeframe described in this release,
or at all.

BofA Securities, a subsidiary of Bank of America Corporation, is acting as
financial adviser to Valmet and for no one else in connection with the merger,
and will not be responsible to anyone other than Valmet for providing the
protections afforded to its clients, or for giving advice in connection with the
merger or any matter or arrangement referred to in this release.

Nordea Bank Abp is acting as financial adviser to Valmet on certain matters
outside of the United States and no one else in connection with the matters
referred to herein, and will not be responsible to anyone other than Valmet for
providing the protections afforded to clients of Nordea Bank Abp, or for giving
advice in connection with the transaction or any matter or arrangement referred
to in this release.

ANNEX 1

Merger Plan

The Board of Directors of Neles Corporation (“Neles” or the “Merging Company”)
and the Board of Directors of Valmet Oyj (“Valmet” or the “Receiving Company”)
propose to the Extraordinary General Meetings of the respective companies that
the General Meetings would resolve upon the merger of Neles into Valmet through
an absorption merger, so that all assets and liabilities of Neles shall be
transferred without a liquidation procedure to Valmet, as set forth in this
merger plan (the “Merger Plan”, including appendices) (the “Merger”).

As merger consideration, the shareholders of Neles shall receive new shares of
Valmet, in proportion to their existing shareholdings, with aggregated
fractional entitlements to new shares of Valmet being sold in public trading on
Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) for the benefit of the
shareholders entitled to such fractions. Neles shall automatically dissolve as a
result of the Merger.

The Merger shall be carried out in accordance with the provisions of Chapter 16
of the Finnish Companies Act (624/2006, as amended) (the “Companies Act”) and
Section 52 a of the Finnish Business Income Tax Act (360/1968, as amended).

1.
Companies Participating in the Merger

1. Merging Company

Corporate name: Neles Corporation
Business ID: 1538032-5
Address: Vanha Porvoontie 229, 01380 Vantaa
Domicile: Vantaa

Neles is a public limited liability company, the shares of which are publicly
traded on the official list of the Helsinki Stock Exchange.

1.
2.
Receiving Company

Corporate name: Valmet Oyj
Business ID: 2553019-8
Address: Keilasatama 5, 02150 Espoo
Domicile: Helsinki

Valmet is a public limited liability company, the shares of which are publicly
traded on the official list of the Helsinki Stock Exchange.Neles and Valmet are
hereinafter jointly referred to as the “Parties” or the “Companies Participating
in the Merger” and, each individually, a “Party” or a “Company Participating in
the Merger”.

2.
Reasons for the Merger

The Companies Participating in the Merger have on July 2, 2021 entered into a
business combination agreement concerning the combination of the business
operations of the Companies Participating in the Merger through a statutory
absorption merger of Neles into Valmet in accordance with the Companies Act and
this Merger Plan (the “Combination Agreement”).

The purpose of the Merger is to create a leading company with a unique,
competitive and balanced total offering for process industries globally, with
strong positions in its respective segments including paper, board, pulp and
energy technologies, flow control, automation systems and services. The combined
company’s business is expected to benefit from diversified product platforms,
end markets and customers with relevant scale in key markets and an ideal
positioning to benefit from the strong sustainability focus in the combined
company’s end markets through megatrends such as energy transition and
increasing demand for renewables.Furthermore, the Merger is expected to create
opportunities to exceed market growth, increase profitability and maintain a
strong financial profile with end-markets diversification across process
industries and large recurring and stable automation and services business
providing resilience to business cycles.

Furthermore, the Merger is expected to enhance the combined company’s
positioning and offering through the strong industrial benefits of the
combination of flow control and automation systems and create a platform for
further growth in the automation and flow control business. The Merger is
expected to contribute to shareholder value through, among others, synergies
expected from the combination. The combined company is expected to benefit from
Valmet’s track record and know-how in developing integrated businesses as
evidenced from its growth path of automation.

3.
Amendments to the Receiving Company’s Articles of Association

Articles 2, 6, 7, 8 and 9 of the Articles of Association of the Receiving
Company are proposed to be amended in connection with the registration of, and
conditional upon, the execution of the Merger to read as follows:

2 §       Field of business

The company’s field of business is, either directly or through its subsidiaries
or affiliated companies, to engage globally in designing, developing,
manufacturing, building and trading machines, instruments, equipment, production
plants, industrial products and systems, and spare parts in the field of
technology industry, mainly pulp, paper and power industries and flow control,
producing and selling services related to this field of business, such as
maintenance and diagnostic services, and other industrial or commercial
activities related to this field of business.

As the parent company, the company may also attend to the group’s organization,
financing, purchases and other similar joint tasks as well as own real estate,
shares and interests, carry out securities trading and other investment
operations.

6 §       Accounting period

The company’s accounting period is a calendar year.

7 §       Auditor

The company has one (1) auditor, which must be an audit firm approved by the
Patent and Registration Office with an authorized public accountant as the
auditor in charge.The term of office of the auditor expires at the closing of
the Annual General Meeting of shareholders following the election.

8 §           Notice convening a General Meeting of shareholders and the place
of General Meetings of shareholders

The notice convening a General Meeting of shareholders must be delivered to the
shareholders by publishing the notice on the company’s website or in one or more
widely circulated daily newspapers designated by the Board of Directors or
otherwise in a verifiable manner no more than three (3) months and no less than
three (3) weeks prior to the General Meeting of shareholders, however, in any
case, at least nine (9) days prior to the record date of the General Meeting of
shareholders referred to in the Finnish Companies Act.

In order to participate in the General Meeting of shareholders, a shareholder
must register with the company at the latest on the date referred to in the
notice convening the meeting, which may be at the earliest ten (10) days prior
to the General Meeting of shareholders.

General  Meetings of shareholders may be held in Helsinki, Espoo or Vantaa.

9 §       Annual General Meeting of shareholders

At the Annual General Meeting, the following are presented:

1.
1.
1.
1.
the financial statements of the company, which also include the consolidated
financial statements of the group, and the report of the Board of Directors;

   2. the auditor’s reports concerning the company and the group;

resolved:

1.
1.
1.
3.
adoption of the financial statements of the company, which also include the
approval of the consolidated financial statements of the group;

   4. the use of the profit shown on the balance sheet;
   5. releasing the members of the Board of Directors and the President from

liability;
6. the number of members of the Board of Directors;
7. the remuneration of the chairman, vice chairman and other members of
the Board of Directors as well as the auditor;
8. the adoption of the remuneration policy, when necessary;
9. the adoption of the remuneration report;
10. any other matters submitted to the General Meeting by the Board of
Directors, auditor or shareholders sufficiently in advance so that the matter
can be included in the notice convening the meeting;
11. any other matters specified in the notice convening the meeting;

elected:

1.
1.
1.
12.
the chairman, vice chairman and other necessary members of the Board of
Directors; and

  13. the auditor.

If a vote is held at the company’s Annual or Extraordinary General Meeting of
shareholders, the chairman of the General Meeting of shareholders shall
determine the voting procedure.

The proposed Articles of Association of the Receiving Company, including the
above amendments, are attached to this Merger Plan in its entirety as Appendix
1.

4.
Administrative Bodies of the Receiving Company
4.1 Board of Directors and Auditor of the Receiving Company and Their
Remuneration

According to the proposed Articles of Association of the Receiving Company, the
Receiving Company shall have a Board of Directors consisting of a minimum of
five (5) and a maximum of eight (8) members. The number of the members of the
Board of Directors of the Receiving Company shall be conditionally confirmed and
the members of the Board of Directors shall be conditionally elected by the
Extraordinary General Meeting of the Receiving Company resolving on the Merger
(the “Valmet EGM”). Both decisions shall be conditional upon the execution of
the Merger. The term of such members of the Board of Directors shall commence on
the date of registration of the execution of the Merger (the “Effective Date”)
and shall expire at the end of the first annual general meeting of the Receiving
Company following the Effective Date.

The Board of Directors of the Receiving Company shall propose a resolution to
the Valmet EGM, according to which the number of the members of the Board of
Directors of the Receiving Company shall be eight (8) and according to which
Mikael Mäkinen, current Chairman of the Board of the Receiving Company, would be
conditionally elected to continue as Chairman of the Board of Directors of the
Receiving Company, Jaakko Eskola, current Chairman of the Board of the Merging
Company, would be conditionally elected as new Vice Chairman of the Board of
Directors of the Receiving Company, Aaro Cantell, Pekka Kemppainen, Monika
Maurer, Eriikka Söderström and Per Lindberg, each a current member of the Board
of Directors of the Receiving Company, would be conditionally elected to
continue to serve on the Board of Directors of the Receiving Company, and that
Anu Hämäläinen, a current member of the Board of Directors of the Merging
Company, would be conditionally elected as new member of the Board of Directors
of the Receiving Company for the term commencing on the Effective Date and
expiring at the end of the first annual general meeting of the Receiving Company
following the Effective Date.

The Board of Directors of the Receiving Company shall also propose to the Valmet
EGM a resolution on the remuneration of the Chairman, Vice Chairman and other
members of the Board of Directors of the Receiving Company, including
remuneration of the members of the Audit Committee and the Remuneration and HR
Committee of the Receiving Company, for the term commencing on the Effective
Date and expiring at the end of the first annual general meeting of the
Receiving Company following the Effective Date. The annual remuneration of the
new members to be elected shall be paid in proportion to the length of their
term of office. Otherwise the resolutions on Board remuneration made by the
Annual General Meeting of the Receiving Company held on March 23, 2021 or a
subsequent Annual General Meeting of the Receiving Company held before the
Effective Date shall remain in force unaffected and, for the avoidance of doubt,
full annual remuneration until the next annual general meeting of the Receiving
Company shall be paid to those members who have not been conditionally elected
to continue to serve on the Board of Directors of the Receiving Company.

The term of the current members of the Board of Directors of the Receiving
Company not conditionally elected to continue to serve on the Board of Directors
of the Receiving Company for the term commencing on the Effective Date shall end
on the Effective Date.

The term of the members of the Board of Directors and the President and CEO of
the Merging Company shall end on the Effective Date upon the dissolution of the
Merging Company. The members of the Board of Directors and the President and CEO
of the Merging Company shall be paid a reasonable remuneration for the
preparation of the final accounts of the Merging Company.

The auditor of the Receiving Company will continue in its position and the
Merger will not impact the resolution by the Annual General Meeting of the
Receiving Company held on March 23, 2021 or a subsequent Annual General Meeting
of the Receiving Company held before the Effective Date in respect of the
auditor’s remuneration.

The Board of Directors of the Receiving Company, after consultation with the
Board of Directors of the Merging Company, may amend the above-mentioned
proposal concerning the election of members of the Board of Directors of the
Receiving Company, in case one or more of the above-mentioned persons would not
be available for election at the Valmet EGM.

The Board of Directors of the Receiving Company, after consultation with the
Board of Directors of the Merging Company, shall have a right to convene a
General Meeting of Shareholders after the Valmet EGM to (i) resolve to
supplement or amend the composition or remuneration of the Board of Directors of
the Receiving Company in case a person conditionally elected as a member of the
Board of Directors by the Valmet EGM would have to be replaced by another person
due to resignation, incapacity or any other reason by virtue of which the
conditionally elected person would be unable to act as a member of the Board of
Directors of the Receiving Company, or in case the remuneration of the Board of
Directors of the Receiving Company would need to be amended for some other
reason; and/or (ii) replace the auditor of the Receiving Company, prior to the
Effective Date in case the Receiving Company’s current auditor would have to be
replaced.

The Parties have agreed that the Shareholders’ Nomination Board of the Receiving
Company as from the Effective Date shall have five (5) members, of which one (1)
shall be nominated by each of the four (4) largest shareholders and the fifth
being the Chairman of the Board of Directors of the Receiving Company.

The Board of Directors of the Receiving Company shall propose to the Valmet EGM
a temporary deviation from the Charter of the Receiving Company’s 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 the Receiving Company 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 the Receiving Company.

4.2. President and CEO of the Receiving Company

Pasi Laine shall as from the Effective Date act as the President and CEO of the
Receiving Company. In the event that Pasi Laine resigns or otherwise must be
replaced by another person prior to the Effective Date, the Boards of Directors
of the Receiving Company and the Merging Company shall mutually agree on the
appointment of a new President and CEO.

5.
Merger consideration and grounds for its determination
5.1 Merger Consideration

The shareholders of the Merging Company shall receive as merger consideration
0.3277 new shares of the Receiving Company for each share owned in the Merging
Company (the “Merger Consideration”), that is, the Merger Consideration shall be
issued to the shareholders of the Merging Company in proportion to their
existing shareholding with a ratio of 0.3277 : 1. There is only one share class
in the Receiving Company, and the shares of the Receiving Company do not have a
nominal value. In accordance with Chapter 16, Section 16, Subsection 3 of the
Companies Act, shares in the Merging Company held by the Merging Company or the
Receiving Company do not carry a right to the Merger Consideration.

In case the number of shares received by a shareholder of the Merging Company
(per each individual book-entry account) as Merger Consideration is a fractional
number, the fractions shall be rounded down to the nearest whole number.
Fractional entitlements to new shares of the Receiving Company shall be
aggregated and sold in public trading on the Helsinki Stock Exchange and the
proceeds shall be distributed to shareholders of the Merging Company 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 the Receiving Company.

The allocation of the Merger Consideration shall be based on the shareholding in
the Merging Company at the end of the last trading day preceding the Effective
Date. The final total number of shares in the Receiving Company issued as Merger
Consideration shall be determined on the basis of the number of shares in the
Merging Company held by shareholders, other than the Receiving Company or the
Merging Company itself, at the end of the day preceding the Effective Date. Such
total number of shares issued shall be rounded down to the nearest full share.
On the date of this Merger Plan, the Merging Company holds 150,361 treasury
shares and the Receiving Company holds 44,415,207 shares in the Merging Company.
Based on the situation on the date of this Merger Plan, the total number of
shares in the Receiving Company to be issued as Merger Consideration would
therefore be 34,664,986 shares.

Apart from the Merger Consideration to be issued in the form of new shares of
the Receiving Company and proceeds from the sale of fractional entitlements, no
other consideration shall be distributed to the shareholders of the Merging
Company.

5.2 Grounds for the determination of the Merger Consideration

The Merger Consideration has been determined based on the relation of valuations
of the Merging Company and the Receiving Company. The value determination has
been made by applying generally used valuation methods. The value determination
has been based on the stand-alone valuations of the Companies Participating in
the Merger taking into account various company specific factors.

Based on their respective relative value determinations, which are supported by
fairness opinions received by each of the Merging Company and the Receiving
Company from their respective financial advisors, the Boards of Directors of the
Merging Company and the Receiving Company have concluded that the Merger
Consideration is fair from a financial point of view of the Merging Company and
the Receiving Company.

6.
Distribution of the Merger Consideration

The Merger Consideration shall be distributed to the shareholders of the Merging
Company, other than the Receiving Company or the Merging Company itself, on the
Effective Date or as soon as reasonably possible thereafter.The Merger
Consideration shall be distributed in the book-entry securities system
maintained by Euroclear Finland Ltd.

The Merger Consideration payable to each shareholder of the Merging Company
shall be calculated, using the exchange ratio set forth in Section 5.1 above,
based on the number of shares in the Merging Company registered in each separate
book-entry account of each such shareholder at the end of the last trading day
preceding the Effective Date. The Merger Consideration shall be distributed
automatically, and no actions are required from the shareholders of the Merging
Company in relation thereto. The new shares of the Receiving Company distributed
as Merger Consideration shall carry full shareholder rights as from the date of
their registration in the Finnish Trade Register.

7.
Option rights and other special rights entitling to shares

The Merging Company has not issued any option rights or other special rights
entitling to shares referred to in Chapter 10, Section 1 of the Companies Act.

8.
Share-based incentive plans

The Merging Company has four (4) share-based long-term incentive plans under
which share rewards have not been paid in their entirety by the date of this
Merger Plan: Performance Share Plan (PSP) 2021–2023, Performance Share Plan
(PSP) 2020–2022, Deferred Share Unit Plan (DSUP) 2021–2023 and Deferred Share
Unit Plan (DSUP) 2019–2021.

The Board of Directors of the Merging Company has, conditionally and subject to
the execution of the Merger, resolved on the impact of the Merger on such
incentive plans in accordance with their terms and conditions. According to the
resolution, the incentive plans will be settled in cash. In the event that any
amendments to the treatment of the incentive plans in the Merging Company are
required prior to the Effective Date, the Board of Directors of the Merging
Company shall resolve on such matters prior to the Effective Date subject to the
Combination Agreement and Section 11 below.

9.
Share capital and other equity of the Receiving Company

The share capital of the Receiving Company is EUR 100,000,000. The share capital
of the Receiving Company shall be increased by EUR 40,000,000, in connection
with the registration of the execution of the Merger, after which the share
capital of the Receiving Company shall be EUR 140,000,000. The equity increase
of the Receiving Company, insofar as it exceeds the amount to be recorded into
the share capital, shall be recorded as an increase of the reserve for invested
unrestricted equity in accordance with Section 10 below.

10.
Description of assets, liabilities and shareholders’ equity of the Merging
Company and of the circumstances relevant to their valuation, of the effect of
the Merger on the balance sheet of the Receiving Company and of the accounting
treatment to be applied in the Merger

In the Merger, all (including known, unknown and conditional) assets,
liabilities and responsibilities as well as agreements and commitments and the
rights and obligations relating thereto of the Merging Company, and any items
that replace or substitute any such item, shall be transferred to the Receiving
Company.

The Merger is to be carried out by applying the acquisition method using book
values. The merger result will be calculated as a difference of the acquisition
cost of the previously held interest in the Merging Company by the Receiving
Company and the corresponding net assets of the Merging Company transferred in
the Merger.  The assets and the liabilities in the closing accounts of the
Merging Company are recognized at book value in appropriate asset and liability
line items in the balance sheet of the Receiving Company in accordance with the
Finnish Accounting Act (1336/1997, as amended) and the Finnish Accounting Decree
(1339/1997, as amended), except for the items relating to receivables and
liabilities between the Receiving Company and the Merging Company; these
receivables and liabilities will be extinguished in the Merger. The Receiving
Company’s assets include shares representing 29,57% in the outstanding shares of
the Merging Company. As the value of the shares in the Merging Company in the
Receiving Company’s balance sheet is greater than the related net assets
transferred to the Receiving Company from the Merging Company the merger loss
will be recognized related to previously held interest and allocated to assets
and liabilities transferred attributable to the merger loss.

The equity of the Receiving Company shall be formed in the Merger by applying
the acquisition method so that the amount corresponding the book value of the
net assets of the Merging Company, of which the net assets related to previously
held ownership in the Merging Company have been deducted, shall be recorded into
reserve for invested unrestricted equity of the Receiving Company with the
exception of the increase in share capital as described in Section 9 above.

A description of the assets, liabilities and shareholders’ equity of the Merging
Company and an illustration of the post-Merger balance sheet of the Receiving
Company is attached to this Merger Plan as Appendix 2.

The final effects of the Merger on the Receiving Company’s balance sheet will be
determined according to the circumstances and the laws and regulations governing
the preparation of the financial statements in Finland (the “Finnish Accounting
Standards”) at the Effective Date of the Merger.

11.
Matters outside ordinary business operations

From the date of this Merger Plan, each of the Parties shall continue to conduct
their operations in the ordinary course of business and in a manner consistent
with past practice of the relevant Party, unless the Parties specifically agree
otherwise.

Except as set forth in this Merger Plan and the Combination Agreement, and
unless the Parties specifically agree otherwise, the Merging Company and the
Receiving Company shall during the Merger process not resolve on any matters
(regardless of whether such matters are ordinary or extraordinary) which would
affect the shareholders’ equity or number of outstanding shares in the relevant
company, including but not limited to corporate acquisitions and divestments,
share issues, issue of special rights entitling to shares, acquisition or
disposal of treasury shares, dividend distributions, changes in share capital,
or any comparable actions, or take or commit to take any such actions, except
for:

1.
A.
In case of the Receiving Company:

 1.
   i. a distribution of funds for the financial year ending December 31,

2021 (if the execution of the Merger has not taken place prior to February 28,
2022) prior to the Effective Date in an aggregate amount not exceeding EUR 180
million and it being understood that (i) the Receiving Company cannot under any
circumstances distribute a higher amount of funds than set forth in this
sentence and (ii) this sub-section (A)(i) may not restrict the distribution of
minority dividend in accordance with the Companies Act; and
ii. issuance of a maximum of 251,230 shares under the current share-based
incentive plans;

B. In case of the Merging Company:
1.
iii. a distribution of funds for the financial year ending December 31,
2021 (if the execution of the Merger has not taken place prior to February 28,
2022) prior to the Effective Date in an aggregate amount not exceeding EUR 40
million and it being understood that (i) the Merging Company cannot under any
circumstances distribute a higher amount of funds than the combined amount of
the distribution of funds set forth in this sentence and the extra distribution
of funds set forth in sub-section (B)(ii) below; and (ii) this sub-section
(B)(i) may not restrict the distribution of minority dividend in accordance with
the Companies Act (and the possible distribution of minority dividend shall not
restrict the extra distribution of funds set forth in sub-section (B)(ii)
below); and
iv. an extra distribution of funds in the amount of EUR 2.00 per share
either as dividend or return of equity or a combination of the aforementioned
prior to the Effective Date to the shareholders of the Merging Company (the
“Extra Distribution to Neles Shareholders”);

in each case listed above under sub-sections (A) and (B), as agreed in more
detail and in accordance with the Combination Agreement.

For the avoidance of doubt, nothing in this Section or this Merger Plan shall
prevent the payment of the share remuneration payable for the members of the
Board of Directors of the Merging Company in accordance with the decision by the
annual general meeting of the Merging Company held on March 23, 2021.

12.
Capital loans

Neither the Merging Company nor the Receiving Company has issued any capital
loans, as defined in Chapter 12, Section 1 of the Companies Act.

13.
Shareholdings between the Merging Company and the Receiving Company

On the date of this Merger Plan, the Merging Company or its subsidiaries do not
hold any shares in the Receiving Company. On the date of this Merger Plan, the
Receiving Company holds 44,415,207 shares in the Merging Company.

On the date of this Merger Plan, the Merging Company holds 150,361 treasury
shares. Neither of the Companies Participating in the Merger has a parent
company.

14.
Business mortgages

On the date of this Merger Plan, there are no business mortgages as defined in
the Finnish Act on Business Mortgages (634/1984, as amended) pertaining to the
assets of either the Merging Company or the Receiving Company.

15.
Special benefits or rights in connection with the Merger

The President and CEO of the Merging Company is a participant in certain share
-based incentive plans referred to in Section 8 above. Save for the contemplated
settlement of share-based incentive plans in cash, conditional upon the
execution of the Merger referred to in Section 8 above, no special benefits or
rights, each within the meaning of the Companies Act, shall be granted in
connection with the Merger to any members of the Board of Directors, the
Presidents and CEOs or the auditors of either the Merging Company or the
Receiving Company, or to the auditors issuing statements on this Merger Plan to
the Merging Company.

The remuneration of the auditors issuing their statement on this Merger Plan and
remuneration of the auditor of the Merging Company is proposed to be paid in
accordance with an invoice approved by the Board of Directors of the Receiving
Company in the case of the auditor of the Receiving Company and by the Board of
Directors of the Merging Company in the case of the auditor of the Merging
Company. The Merging Company’s auditor will issue a statement referred to in
Chapter 16, Section 4, Subsection 1 of the Companies Act to the Merging Company
and the Receiving Company’s auditor will issue the said statement to the
Receiving Company. The remuneration of the auditor of the Merging Company
issuing a report on the final accounts of the Merging Company is proposed to be
paid in accordance with an invoice approved by the Board of Directors of the
Receiving Company.

16.
Planned registration of the execution of the Merger

The planned Effective Date, meaning the planned date of registration of the
execution of the Merger, is January 1, 2022 (effective registration time
approximately at 00:01), however, subject to the fulfilment of the preconditions
in accordance with the Companies Act and the conditions for executing the Merger
set forth below in Section 19.

The Effective Date may change if, among other things, the execution of measures
described in this Merger Plan takes a shorter or longer time than what is
currently estimated, or if circumstances related to the Merger otherwise
necessitate a change in the time schedule or if the Boards of Directors of the
Companies Participating in the Merger jointly resolve to file the Merger to be
registered prior to, or after, the planned registration date.

The Boards of Directors of the Companies Participating in the Merger shall file
a notification for the execution of the Merger with the Finnish Trade Register,
at the latest, without undue delay after all conditions for the Merger have been
fulfilled or duly waived, with a request to the Finnish Trade Register to
register the Merger.

17.
Listing of the new shares of the Receiving Company and delisting of the shares
of the Merging Company

The Receiving Company shall apply for the listing of the new shares to be issued
by the Receiving Company as Merger Consideration to public trading on the
Helsinki Stock Exchange. For the purposes of the Merger and the listing of the
new shares to be issued by the Receiving Company as Merger Consideration, a
merger prospectus will be published by the Receiving Company before the Valmet
EGM and the Extraordinary General Meeting of the Merging Company resolving on
the Merger (the “Neles EGM”).

The trading in the new shares shall begin on the Effective Date or as soon as
reasonably possible thereafter.The trading in the shares of the Merging Company
on the Helsinki Stock Exchange is expected to end at the end of the last trading
day preceding the Effective Date and the shares in the Merging Company are
expected to cease to be listed on the Helsinki Stock Exchange as of the
Effective Date, at the latest.

18.
Language versions

This Merger Plan (including any applicable appendices) has been prepared and
executed in the Finnish language and translated into the English language.
Should any discrepancies exist between the Finnish version and the unofficial
English translation, the Finnish version shall prevail.

19.
Conditions for executing the Merger

The execution of the Merger is conditional upon the satisfaction or, to the
extent permitted by applicable law, waiver of each of the conditions set forth
below:

1.
i.
the Merger having been duly approved by the Neles EGM;

ii. shareholders of the Merging Company representing no more than twenty (20)
per cent of all shares and votes in the Merging Company having demanded the
redemption of his/her/its shares in the Merging Company pursuant to Chapter 16,
Section 13 of the Companies Act;
iii. the Merger, the proposed amendments to the Articles of Association, the
number and election of the members of the Board of Directors (including the
election of the Chairman and the Vice Chairman of the Board of Directors) and
the remuneration of the members of the Board of Directors (including
remuneration of the members of the Audit Committee and the Remuneration and HR
Committee of the Receiving Company) as set forth in Sections 3 and 4 above, as
well as the issuance of new shares of the Receiving Company as Merger
Consideration to the shareholders of the Merging Company, having been duly
approved by the Valmet EGM;
iv. the Extra Distribution to Neles Shareholders referred to in Section 11
above having been authorized by the Neles EGM and having been executed;
v. if the Completion has not taken place prior to February 28, 2022, the
distributions of funds to the shareholders of the Merging Company and the
Receiving Company, respectively, as defined in the Combination Agreement and
referred to in Section 11 above, other than the Extra Distribution to Neles
Shareholders, having been declared to the extent so resolved by the respective
general meetings, and executed;
vi. the competition approvals, as defined in the Combination Agreement, having
been obtained in accordance with the Combination Agreement;
vii. the regulatory approvals, as defined in the Combination Agreement, having
been obtained in accordance with the Combination Agreement;
viii. the Receiving Company having obtained from the Helsinki Stock Exchange
written confirmations that the listing of the Merger Consideration on the
official list of the Helsinki Stock Exchange will take place on the Effective
Date or as soon as possible thereafter;
ix. the financing required in connection with the Merger being available
materially in accordance with the post-Merger financing arrangement of the
Receiving Company;
x. no event of default under any arrangement in respect of financial
indebtedness of either Party having, as of the Signing Date, an outstanding
principal amount of no less than EUR 180 million in respect of Neles and an
outstanding principal amount of no less than EUR 440 million in respect of
Valmet, having occurred and being continuing or being reasonably likely to occur
as a result of the execution of the Merger, if such event of default would, in
the opinion of the other Party acting in good faith and after consultation with
the Board of Directors of the defaulting Party, be reasonably expected to have a
material adverse effect, as defined in the Combination Agreement, on the group
of the Receiving Company after the Merger;
xi. no event, circumstance or change having occurred on or after the date of
the Combination Agreement that would have a material adverse effect, as defined
in the Combination Agreement, in respect of the group of the Merging Company or
of the Receiving Company or, the group of the Receiving Company after the
Merger;
xii. neither Party not, on or after the date of the Combination Agreement,
having received information on an event, circumstance or change having occurred
prior to the date of the Combination Agreement and previously undisclosed to it
that would have a material adverse effect, as defined in the Combination
Agreement, in respect of the group of the Merging Company or of the Receiving
Company or, the group of the Receiving Company after the Merger; and
xiii. the Combination Agreement remaining in force and not having been
terminated in accordance with its provisions.

Each of the Boards of Directors of the Companies Participating in the Merger has
the right to, in each of their sole discretion and without approval from the
General Meeting of the relevant company, to waive any of the conditions for
executing the Merger set out above on behalf of the Merging Company and the
Receiving Company respectively.

20.
Transfer of employees

All the employees of the Merging Company shall be transferred to the Receiving
Company in connection with the execution of the Merger by operation of law as so
-called old employees. The Receiving Company shall assume the obligations
arising out of the employment and service relationships of the transferring
personnel in force as at the Effective Date as well as the obligations resulting
from the related benefits.

21.
Dispute resolution

Any dispute, controversy or claim between the Parties arising out of or relating
to this Merger Plan, or the transactions contemplated hereby, or the breach,
termination or validity thereof, shall be finally settled by arbitration in
accordance with the Arbitration Rules of the Finland Chamber of Commerce. The
number of arbitrators shall be three (3). Valmet shall appoint one (1)
arbitrator and Neles shall appoint one (1) arbitrator. In the event of a failure
by any Party to appoint such party-appointed arbitrator, the Arbitration
Institute of the Finland Chamber of Commerce will make the appointment upon the
request of the other Party. The third arbitrator, who will act as chairman of
the arbitral tribunal, will be appointed by the Arbitration Institute of the
Finland Chamber of Commerce unless the two party appointed arbitrators reach an
agreement on the arbitrator to be appointed as chairman within fourteen (14)
days of the appointment of the latter party-appointed arbitrator. The seat of
arbitration shall be Helsinki, Finland. The language of the arbitration shall be
English, unless otherwise agreed by the Parties.

The Parties agree that the arbitral tribunal may, at the request of either
Party, decide by an interim arbitral award a separate issue in dispute if the
rendering of an award on other matters in dispute is dependent on the rendering
of such an interim arbitral award.

22.
Other issues

The Boards of Directors of the Companies Participating in the Merger are jointly
authorised to decide on technical amendments to this Merger Plan or its
appendices as may be required by authorities or otherwise considered appropriate
by the Boards of Directors.______________________________(Signature page
follows)

This Merger Plan has been made in two (2) identical counterparts, one (1) for
the Merging Company and one (1) for the Receiving Company.

In Helsinki, on July 2, 2021

VALMET OYJ
By:_____________________________ By:_____________________________
Name: Mikael MäkinenTitle: Name: Pasi LaineTitle: President and CEO
Chairman of the Board of
Directors

NELES CORPORATION
By:_____________________________
Name: Jaakko EskolaTitle: Chairman of the Board of Directors

Appendices to Merger Plan

Appendix Amended Articles of Association of the Receiving Company
1
Appendix Description of assets, liabilities and shareholders’ equity and
2 valuation of the Merging Company and the preliminary presentation of
the balance sheet of the Receiving Company

Appendix 1

Amended Articles of Association of the Receiving Company

Articles of Association of Valmet Oyj

1 §          Trade name and domicile

The company’s trade name is Valmet Oyj in Finnish, Valmet Abp in Swedish, and
Valmet Corporation in English. The company’s domicile is Helsinki.

2 §         Field of business

The company’s field of business is, either directly or through its subsidiaries
or affiliated companies, to engage globally in designing, developing,
manufacturing, building and trading machines, instruments, equipment, production
plants, industrial products and systems, and spare parts in the field of
technology industry, mainly pulp, paper and power industries and flow control,
producing and selling services related to this field of business, such as
maintenance and diagnostic services, and other industrial or commercial
activities related to this field of business.As the parent company, the company
may also attend to the group’s organization, financing, purchases and other
similar joint tasks as well as own real estate, shares and interests, carry out
securities trading and other investment operations.

3 §         Book-entry system

The company’s shares belong to the book-entry securities system.

4 §         Board of Directors and President

The company has a Board of Directors, a President and, if necessary, one or more
Executive Vice Presidents.

The Board of Directors comprises no less than five (5) and no more than eight
(8) members. The term of office of each member of the Board of Directors expires
at the closing of the first Annual General Meeting of shareholders following the
election. The General Meeting of shareholders elects the chairman, the vice
chairman and other members of the Board of Directors.

The Board of Directors elects the company’s President and, if necessary, one or
more Executive Vice Presidents.

The Board of Directors meets when a meeting is convened by the chairman or, if
he/she is unavailable, the vice chairman. The Board of Directors constitutes a
quorum when more than one-half of its members are present and one of them is the
chairman or the vice chairman.

The resolution of the Board of Directors shall be the opinion which is supported
by more than one-half of the members present or, in case of a tie vote, the
opinion with which the chairman of the meeting concurs.

5 §         Representation right

The right to represent the company shall be vested with the chairman of the
Board of Directors, a member of the Board of Directors and the President, two of
them acting jointly, as well as the persons authorized by the Board of Directors
to represent the company, two of them acting jointly, or each such person acting
together with the chairman of the Board of Directors, a member of the Board of
Directors or the President.

6 §         Accounting period

The company’s accounting period is a calendar year.

7 §         Auditor

The company has one (1) auditor, which must be an audit firm approved by the
Patent and Registration Office with an authorized public accountant as the
auditor in charge.The term of office of the auditor expires at the closing of
the Annual General Meeting of shareholders following the election.

8 §            Notice convening a General Meeting of shareholders and the place
of General Meetings of shareholders

The notice convening a General Meeting of shareholders must be delivered to the
shareholders by publishing the notice on the company’s website or in one or more
widely circulated daily newspapers designated by the Board of Directors or
otherwise in a verifiable manner no more than three (3) months and no less than
three (3) weeks prior to the General Meeting of shareholders, however, in any
case, at least nine (9) days prior to the record date of the General Meeting of
shareholders referred to in the Companies Act.

In order to participate in the General Meeting of shareholders, a shareholder
must register with the company at the latest on the date referred to in the
notice convening the meeting, which may be at the earliest ten (10) days prior
to the General Meeting of shareholders.

General Meetings of shareholders may be held in Helsinki, Espoo or Vantaa.

9 §         Annual General Meeting of shareholders

At the Annual General Meeting, the following arepresented:

1.
1.
1.
the financial statements of the company, which also include the consolidated
financial statements of the group, and the report of the Board of Directors;

 2. the auditor’s reports concerning the company and the group;

resolved:

1.
6.
3.
adoption of the financial statements of the company, which also include the
approval of the consolidated financial statements of the group;

 4. the use of the profit shown on the balance sheet;
 5. releasing the members of the Board of Directors and the President from

liability;
6. the number of members of the Board of Directors;

1. the remuneration of the chairman, vice chairman and other members of the
   Board of Directors as well as the auditor;
2. the adoption of the remuneration policy, when necessary;
3. the adoption of the remuneration report;
4. any other matters submitted to the General Meeting by the Board of
   Directors, auditor or shareholders sufficiently in advance so that the matter
   can be included in the notice convening the meeting;
5. any other matters specified in the notice convening the meeting;

elected:

1.
1.
12.
the chairman, vice chairman and other necessary members of the Board of
Directors; and

13. the auditor.

If a vote is held at the company’s Annual or Extraordinary General Meeting of
shareholders, the chairman of the General Meeting of shareholders shall
determine the voting procedure.

Appendix 2

Description of assets, liabilities and shareholders’ equity and valuation of the
Merging Company and the preliminary presentation of the balance sheet of the
Receiving Company

The following Receiving Company’s illustrative Merger Balance sheet is based on
Valmet’s and Neles’ balance sheets as at December 31, 2020 and illustrates the
application of the acquisition method using book values for the recording of the
Merger to the Receiving Company’s balance sheet as described in Section 10 of
this Merger Plan. Neles’ balance sheet information has been aligned with
Valmet’s Accounting principles and presentation format. The final effects of the
Merger on the balance sheet of the Receiving Company will be determined
according to the balance sheet position and the Finnish Accounting Standards in
force as per the Effective Date thus the illustrative balance sheet information
presented herein is therefore only indicative and subject to change.

EUR million Receiving Merging Transactions Preliminary Ref Receiving
Company, Company, after Merger Company
Valmet Neles December 31, adjustments Merger
before the before the 2020 1) Balance
Merger Merger Sheet
(FAS) (FAS)
Assets
Non-current
assets
Intangible 2 0 - - 3
assets
Property, 5 0 - - 5
plant and
equipment
Equity 1,863 474 - -42 2) 2,296
investments
Non-current 110 - - 0 110
receivables
Total non 1,980 475 - -42 2,414
-current
assets
Current
assets
Long-term - 0 - -0 -
receivables
Current 373 89 -208 - 255
receivables
Cash and 96 102 139 - 337
cash
equivalents
Total 470 191 -69 -0 592
current
assets
Total assets 2,450 666 -69 -42 3,006
Equity and
liabilities
Equity
Share 100 51 - -11 2) 140
capital
Reserve for 428 39 - 20 2), 487
invested 3)
unrestricted
equity
Hedge and -3 - - - -3
other
reserves
Retained 800 324 -168 -290 3) 666
earnings
Profit for - - 117 29 3) 146
the
period
Total equity 1,326 414 -51 -253 1,436

Liabilities
Non-current 450 150 - 212 3) 811
liabilities
Current 675 102 -18 - 759
liabilities
Total 1,125 252 -18 212 1,570
liabilities
Total equity 2,450 666 -69 -42 3,006
and
liabilities

1)              The following transactions, that have taken place since December
31, 2020 and before the date of this Merger Plan, have been adjusted in this
preliminary presentation of the balance sheet: 1) the dividend distribution of
the Receiving Company and Merging Company of EUR 135 million and EUR 33 million
respectively for the year ended December 31, 2020 have been deducted from the
cash and cash equivalents and retained earnings, 2) the Receiving Company’s
share of the Merging Company’s dividend of EUR 10 million for the year ended
December 31, 2020 has been included in the profit for the period and cash and
cash equivalents, 3) the group contributions received by The Receiving Company
and the Merging Company of EUR 187 million and EUR 21 million respectively have
been adjusted from the current receivables to cash and cash equivalents, 4) the
dividends of EUR 47 million and EUR 60 million received by the  Receiving
Company and the Merging Company respectively from their subsidiaries have been
presented as an increase in profit for the period and cash and cash equivalents
and 5) the net loan amortization of EUR 18 million by the Receiving Company in
accordance with its loan amortization plan decreases current liabilities and
cash and cash equivalents.

2)             The equity of the Receiving Company shall be formed in the Merger
applying the acquisition method so that the amount corresponding to the 70.43%
share of the Merging Company’s net assets shall be recorded to reserve for
invested unrestricted equity of the Receiving Company with the exception of the
increase of EUR 40 million in share capital as described in Section 9. The
merger loss of EUR 415 million has been allocated to the equity investments and
the previously held interest of EUR 456 million has been eliminated from the
equity investments.

3)                 The extra distribution of funds of the Merging Company of EUR
2.00 per share altogether EUR 300 million proposed to be distributed prior to
the completion of the Merger have been presented as a deduction of the retained
earnings and the reserve for invested unrestricted equity and the related
contemplated loan draw down of EUR 212 million has been presented as an increase
in the non-current liabilities of the Merging Company. The Receiving Company’s
portion of the dividend of EUR 89 million has been presented as an increase in
the profit for the period. The Receiving Company’s dividend receivable has been
netted against the corresponding dividend liability in the Merging Company’s
balance sheet as described in Section 10 of this Merger Plan.

The preliminary presentation of the balance sheet does not take into account
among others the group contributions and dividend payments other than mentioned
above to the Effective Date as well as transaction costs related to the Merger
which may have a significant impact on the Receiving Company’s merger balance
sheet and the Merging Company’s assets and liabilities prior to the execution of
the Merger.

ANNEX 2

SUMMARY OF VALMET AND NELES’ FINANCIAL INFORMATION

Valmet key financial information

The following key Valmet financial information has been derived from Valmet’s
unaudited January – March 2021 interim review and from the audited consolidated
financial statements as at and for the financial years ended December 31, 2020
and December 31, 2019, prepared in accordance with IFRS.

Valmet statement of income information

(EUR million) 1-3/2021 1-12/2020 1-12/2019
Net Sales 858 3,740 3,547
Operating profit 76 319 281
Profit before taxes 75 307 269
Profit for the period 57 231 202

Valmet balance sheet information

(EUR million) March 31, 2021 December 31, 2020 December 31, 2019
Total non 2,021 2,016 1,511
-current
assets
Total current 2,002 1,943 1,942
assets
Total assets 4,022 3,959 3,452
Total equity 1,079 1,142 1,046
Total non 701 789 492
-current
liabilities
Total current 2,242 2,029 1,915
liabilities
Total equity 4,022 3,959 3,452
and
liabilities

Neles key financial information

The following key Neles financial information has been derived from Neles’
unaudited January – March 2021 interim review and from the audited consolidated
financial statements as at and for the financial year ended December 31, 2020,
with comparative figures as at and for the financial year ended December 31,
2019, prepared in accordance with IFRS.

Neles statement of income information

[][]

(EUR million) 1-3/2021 1-12/2020[1)] 1-12/2019[1)]
Sales 129 576 660
Operating profit 15 70 93
Profit before taxes 14 64 91
Profit for the period 11 48 69

[1)] Continuing operations

Neles balance sheet information

[][][]
MEUR March 31, 2021 December 31, 2020 December 31, 2019
Total non-current 220 217 208
assets
Total current 455 426 374
assets
Discontinued - - 3,305
operations, assets
Total assets 676 644 3,887[1)]
Total equity 250 263 1,526[1)]
Total non-current 217 216 89
liabilities
Total current 208 164 171
liabilities
Total liabilities 425 381 259
Discontinued - - 2,102
operations,
liabilities
Total equity and 676 644 3,887[1)]
liabilities

[1)] Includes both continuing and discontinuing operations

Illustrative combined alternative performance measures

This stock exchange release also contains selected alternative performance
measures on a combined basis. These alternative performance measures may not be
comparable to similarly titled measures as presented by other companies nor
between Valmet and Neles. Alternative performance measures are unaudited.

The combined comparable EBITA is presented herein for illustrative purposes and
has been calculated as follows:

[][]
1-3/202 1-12/2020
1
MEUR Illustrative Valmet Neles Illustrative Valmet Neles
combined combined
COMPARABLE EBITA 96 80 16 449 365 85

Items affecting
comparability in
cost of sales
Expenses related - - - -7 -6 -
to capacity
adjustments
Expensing of fair -1 -1 - -1 -1 -
value adjustments
recognized in
business
combinations
Other items - - - -1 -1 -
affecting
comparability
Items affecting
comparability in
selling, general
and
administrative
expenses
Expenses related - - - -6 -5 -1
to capacity
adjustments
Expenses related - -  -1  -1 -
to acquisitions
Other items - - - -10 - -10
affecting
comparability
Items affecting
comparability in
other operating
income and
expenses
Expenses related 5 5 - - - -
to capacity
adjustments
Other items - - - 181 2 -
affecting
comparability
Items affecting
comparability in
share in profits
and losses of
associated
companies,
operative
investments
Other items - 3 - - 3 -
affecting
comparability
Total items 5 8 - 156 -10 -11
affecting
comparability[1)]
EBITA 101 89 16 605 355 74

Amortization and -10 -13 -1 -36 -36 -3
impairments

Operating profit 91 76 15 569[2)] 319 70

[1)] 1) Items affecting comparability consists of income and expenses arising
from activities that amend the capacity of the Combined Company’s operations and
income and expenses incurred outside the Combined Company’s normal course of
business.

2) Includes illustrative gain on fair valuation of previously held interest in
Neles by Valmet of EUR 180 million based on the fair value calculated using
Valmet’s share price on June 28, 2021 (EUR 36.68 per share) and a conversion
rate of 0.3277.

The combined Gearing presented herein for illustrative purposes have been
calculated as follows:

[][]
March 31, 2021
MEUR Illustrative combined Valmet Neles
Net Interest-bearing
liabilities
Non-current interest 735[1)] 374 150
-bearing debt
Non-current lease 79 39 40
liabilities
Current interest-bearing 64 43 21
debt
Current lease liabilities 32 22 11
Interest-bearing 911 478 222
liabilities
Cash and cash equivalents -385[2)] -385 -158
Non-current interest -1 - -1
-bearing financial
instruments
Other interest-bearing -62 -62 -
assets
Net Interest-bearing 463 30 63
liabilities
Total equity 2,530 1,079 250
Gearing (%) 18% 3% 25%

1) Illustrative combined non-current interest-bearing liabilities has been
adjusted with the new loan of EUR 212 million assumed to be drawn in connection
with the extra distribution of funds to Neles’ shareholders of EUR 2.00 per
share proposed to be distributed prior to the completion of the combination.

2) Illustrative combined cash and cash equivalents has been adjusted with both
Valmet and Neles’ dividend distribution from year 2020 paid subsequent to March
31, 2021.