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Valmet Oyj Proxy Solicitation & Information Statement 2015

Jan 22, 2015

3247_rns_2015-01-22_60f80908-2205-4e08-9d69-961041a4160b.html

Proxy Solicitation & Information Statement

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

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

Valmet Corporation's stock exchange release on January 22, 2015 at 1:00 p.m. EET

Proposal on the composition of Board of Directors

The Nomination Board of Valmet Corporation proposes to the next Annual General
Meeting, which is planned to be held on March 27, 2015, that the number of
members of the Board of Directors until closing of the Annual General Meeting
2016 will be seven and that

* Mikael von Frenckell, Lone Fønss Schrøder, Friederike Helfer, Pekka
Lundmark, Erkki Pehu-Lehtonen and Rogerio Ziviani are re-elected as Board
members,
* Bo Risberg is elected as the new Board member.

The Nomination Board proposes that Bo Risberg is elected as the Chairman of the
Board and Mikael von Frenckell is re-elected as the Vice-Chairman of the Board.
Jukka Viinanen, Chairman of the Board of Directors of Valmet Corporation, has
informed Valmet's Nomination Board that he will not be available in the election
of the Board of Directors in the next Annual General Meeting. Jukka Viinanen
(born 1948) has served as a member of Metso's Board of Directors 2008-2013 and
as Chairman 2009-2013. He has served as Chairman of Valmet's Board of Directors
since the demerger (December 31, 2013).

The Nomination Board notes, that a personnel representative will participate as
an invited expert in Board meetings within the limitations imposed by the
Finnish law. The new Board of Directors will invite the personnel representative
as its external expert in its organizing meeting after the Annual General
Meeting.

Proposal on Board of Directors' remuneration

The Nomination Board proposes to the Annual General Meeting that the annual
remuneration payable to the members of the Board of Directors to be elected at
the Annual General Meeting for the term until the close of the Annual General
Meeting in 2016 be as follows:

* EUR 100,000 for the Chairman of the Board,
* EUR 60,000 for the Vice Chairman of the Board and for the Chairman of the
Audit Committee,
* EUR 48,000 for each Board member.

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

The Nomination Board proposes to the General Meeting that as a condition for the
annual remuneration the members of the Board of Directors are obliged, directly
based on the Annual General Meeting's decision, to use 40 percent of the fixed
annual remuneration for purchasing Valmet Corporation shares from the market at
a price formed in public trading and that the purchase will be carried out
within two weeks from the publication of the Interim Review for the period
January 1, 2015 to March 31, 2015.

The Nomination Board

Martin Oliw (Partner, Cevian Capital AB) acted as the Chairman of the Nomination
Board. The members the Nomination Board were Kari Järvinen (Managing Director,
Solidium Oy), Jorma Eräkare (Head of Finnish Equities, Nordea Funds Oy), Roger
Hagborg (Investment Advisory Professional, Triton) and Jukka Viinanen as an
expert member in his capacity as the Chairman of the Board of Directors of
Valmet Corporation.

Valmet's Board of Directors will include these proposals into the notice of the
Annual General Meeting of 2015, which is estimated to be published on February
6, 2015.

Further information, please contact:

Martin Oliw, Chairman of the Valmet Corporation's Nomination Board,
+46 8 545 675 50

VALMET CORPORATION

Markku Honkasalo
CFO

Hanna-Maria Heikkinen
VP, Investor Relations

Valmet Corporation is a leading global developer and supplier of services and
technologies for the pulp, paper and energy industries. Our 11,000 professionals
around the world work close to our customers and are committed to moving our
customers' performance forward - every day.

Valmet's services cover everything from maintenance outsourcing to mill and
plant improvements and spare parts. Our strong technology offering includes
entire pulp mills, tissue, board and paper production lines, as well as power
plants for bio-energy production.

Valmet's net sales in 2013 were approximately EUR 2.6 billion. Valmet's
objective is to become the global champion in serving its customers.

Valmet's head office is in Espoo, Finland and its shares are listed on the
NASDAQ OMX Helsinki Ltd.

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

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

[HUG#1888828]