Valmet Oyj — Proxy Solicitation & Information Statement 2021

Feb 4, 2021

Notice convening the Annual General Meeting

Notice convening the Annual General Meeting

Notice convening the Annual General Meeting

Valmet Oyj's stock exchange release on February 4, 2021 at 1:05 p.m. EET

Notice is given to the shareholders of Valmet Oyj that the Annual General
Meeting is to be held on Tuesday, March 23, 2021 at 1:00 p.m. in the Hall 101 of
Messukeskus Helsinki, Messuaukio 1, 00520 Helsinki. The reception of persons who
have registered for the meeting and the distribution of voting tickets will
commence at 12.30 p.m.

In order to reduce the risk of infection resulting from the coronavirus (COVID
-19) situation, Valmet Oyj will seek to keep the general meeting as short as
possible and to limit the number of participants. The participation of the
members of the Company’s Board of Directors and Executive Team will be kept to a
minimum.

For the same reason, the Company respectfully requests that its shareholders
give serious thought to whether it is necessary for them to participate in the
general meeting at the meeting venue in person or by way of proxy representation
by authorising another proxy representative than the one designated by the
Company. Shareholders are advised to primarily follow the meeting online via
webcast and to vote in advance or to participate in the meeting by way of proxy
representation arranged by the Company. Shareholders also have a possibility to
submit questions concerning matters on the agenda of the Annual General Meeting
in advance. The above alternatives are described in more detail in section C of
this notice.

No catering will be arranged in connection with the meeting.

Valmet Oyj is actively monitoring the development of the coronavirus situation.
Any changes to the meeting arrangements that may be caused by the situation will
be announced on the Company’s website at www.valmet.com/agm.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise the minutes and to verify the counting
   of the votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the consolidated financial
   statements, the report of the Board of Directors and the Auditor’s report for
   the year 2020
   · Review by the President and CEO

7. Adoption of the financial statements and the consolidated financial
   statements

8. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividends

The Company’s distributable equity as at December 31, 2020 totalled EUR
1,225,703,224.57, of which the net profit for the year 2020 was EUR
186,455,188.79.

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.90 per share be paid based on the balance sheet to be adopted for the
financial year which ended December 31, 2020 and the remaining part of profit be
retained and carried further in the Company’s unrestricted equity.

The dividend shall be paid to shareholders who on the dividend record date March
25, 2021 are registered in the Company’s shareholders’ register held by
Euroclear Finland Oy. The dividend shall be paid on April 7, 2021.

1. Resolution on the discharge of the members of the Board of Directors and the
   President and CEO from liability
2. Presentation of the remuneration report for governing bodies

The remuneration report for governing bodies will be published simultaneously
with the Annual Report and it will be available on Valmet Oyj’s website at
www.valmet.com/agm at the latest as of February 26, 2021.

1. Resolution on remuneration of the members of the Board of Directors

Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that the
annual remuneration payable to the members of the Board of Directors to be
elected at the Annual General Meeting for the term until the close of the Annual
General Meeting in 2022 be increased and as follows:

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

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

In addition, the Nomination Board proposes that a meeting fee in the amount of
EUR 750 (2020: EUR 700) shall be paid for those members whose place of residence
is in Nordic countries, EUR 1,500 (2020: EUR 1,400) for those members whose
place of residence is elsewhere in Europe and EUR 3,000 (2020: EUR 2,800) for
those members whose place of residence is outside of Europe for the Board
meetings attended, including the meetings of the committees of the Board of
Directors.

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

The Nomination Board proposes to the Annual General Meeting that as a condition
for the annual remuneration, the members of the Board of Directors are obliged
directly based on the Annual General Meeting’s decision to use 40 percent of the
fixed annual remuneration for purchasing Valmet Oyj shares at a price formed on
a regulated market on the main list of Nasdaq Helsinki stock exchange, and that
the purchase will be carried out within two weeks from the publication of the
Interim Review for the period January 1 to March 31, 2021.

1. Resolution on the number of members of the Board of Directors

Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that the
number of members of the Board of Directors for the term expiring at the close
of the Annual General Meeting 2022 will be eight.

1. Election of the members of the Board of Directors

Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that:

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

Personal information and positions of trust of the proposed individuals are
available on the Company’s website (www.valmet.com). All candidates have given
their consent to the appointments.

1. Resolution on remuneration of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the remuneration to the Auditor be paid in
accordance with the Auditor’s invoice and the principles approved by the Audit
Committee.

1. Election of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that audit firm PricewaterhouseCoopers Oy be re
-elected Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr
Pasi Karppinen, APA, will act as the responsible auditor.

1. Authorising the Board of Directors to decide on the repurchase of the
   Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorise the Board of Directors to decide on the repurchase of
the Company’s own shares in one or several tranches. The maximum number of
shares to be repurchased shall be 5,000,000 shares, which corresponds to
approximately 3.3 percent of all the shares in the Company. Based on the
authorisation, the Company’s own shares may be repurchased otherwise than in
proportion to the shareholdings of the shareholders (directed repurchase). The
Company’s own shares may be repurchased using the unrestricted equity of the
Company at a price formed on a regulated market on the stock exchange main list
maintained by Nasdaq Helsinki Ltd on the date of the repurchase.

The Company’s own shares may be repurchased for reasons of developing the
Company's capital structure, financing or carrying out acquisitions, investments
or other business transactions, or for the shares to be used in an incentive
scheme, however so that a maximum of 500,000 shares may be repurchased to be
used in an incentive scheme, which corresponds to approximately 0.3 percent of
all the shares in the Company.

The Board of Directors decides on all other terms related to the repurchasing of
the Company’s own shares.

The authorisation shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorisation granted in the Annual General
Meeting of June 16, 2020 related to the repurchasing of the Company’s own
shares.

1. Authorising the Board of Directors to decide on the issuance of shares as
   well as the issuance of special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorise the Board of Directors to decide on the issuance of
shares as well as the issuance of special rights entitling to shares pursuant to
Chapter 10(1) of the Finnish Limited Liability Companies Act in one or several
tranches. The issuance of shares may be carried out by offering new shares or by
transferring treasury shares held by Valmet Oyj. Based on this authorisation,
the Board of Directors may also decide on a directed share issue in deviation
from the shareholders’ pre-emptive rights and on the granting of special rights
subject to the conditions mentioned in the Finnish Limited Liability Companies
Act.

Based on this authorisation, a maximum number of 15,000,000 shares may be
issued, which corresponds to approximately 10.0 percent of all the shares in
Valmet Oyj.

The new shares and treasury shares may be issued for consideration or without
consideration.

The Board of Directors may decide on all other terms of the issuance of shares
and special rights entitling to shares pursuant to Chapter 10(1) of the Finnish
Limited Liability Companies Act. The Board of Directors may use this
authorisation, for example, for reasons of developing the Company’s capital
structure, in financing or carrying out acquisitions, investments or other
business transactions, or for the shares to be used in incentive schemes,
however so that the Board of Directors may issue a maximum of 500,000 shares to
be used in incentive schemes, which corresponds to approximately 0.3 percent of
all the shares in the Company.

The authorisation shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorisation granted in the Annual General
Meeting of June 16, 2020 to decide on the issuance of shares as well as the
issuance of special rights entitling to shares.

1. Closing of the meeting

B. Documents of the General Meeting

This notice, which includes the proposals for decisions on the matters on the
agenda of the General Meeting, is available on Valmet Oyj’s website at the
address www.valmet.com/agm. The Annual Report of Valmet Oyj, including the
Financial Statements, Consolidated Financial Statements, the Report of the Board
of Directors and the Auditor’s report, as well as the remuneration report for
governing bodies will be available on the above-mentioned website at the latest
as of February 26, 2021. The proposals for decisions and the other documents
mentioned above are also available at the General Meeting and copies of said
documents and of this notice will be sent to shareholders upon request. The
Minutes of the Annual General Meeting will be available on the above-mentioned
website at the latest as of April 6, 2021.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder who is registered on the record date of the General Meeting,
March 11, 2021 in the shareholders’ register of the Company held by Euroclear
Finland Oy has the right to participate in the General Meeting. A shareholder
whose shares are registered on his/her personal Finnish book-entry account is
registered in the shareholders’ register of the Company.

A shareholder, who is registered in the shareholders’ register of the Company
and who wants to participate in the General Meeting, has to register for the
meeting no later than on March 18, 2021 at 10:00 a.m. by giving a prior notice
of participation. The notice has to be received by the Company before the end of
the registration period. Such notice can be given:

1.
a. via the Company’s website at the address www.valmet.com/agm; or
b. by telephone to the number +358 20 770 6884 (on weekdays between 9:00 a.m.
and 4:00 p.m.).

If the shareholder is an individual, registration via the Company’s website
requires strong electronic authentication with a Finnish bank ID or Finnish
mobile certificate. Shareholders who are legal persons can register in the
meeting via the Company’s website by using their business ID and book-entry
account number.

In connection with the registration, a shareholder must state his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant, proxy representative or statutory
representative, the personal identification number of the proxy representative
or statutory representative as well as a confirmation whether the shareholder
will participate in the meeting at the meeting venue in person or by way of
proxy representation authorising another proxy representative than the one
designated by the Company. The personal data given to Valmet Oyj by shareholders
is used only in connection with the General Meeting and with the processing of
related registrations.

The shareholder, his/her authorised representative or proxy representative must,
if necessary, be able to prove his/her identity and/or right of representation
at the General Meeting.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the General
Meeting record date March 11, 2021 would be entitled to be registered in the
shareholders’ register of the Company held by Euroclear Finland Oy. The right to
participate in the General Meeting requires, in addition, that the shareholder
on the basis of such shares has been temporarily registered into the
shareholders’ register held by Euroclear Finland Oy at the latest by March 18,
2021 at 10:00 a.m. As regards nominee registered shares this constitutes due
registration for the General Meeting. Changes in shareholding after the record
date affect neither the right to participate in the General Meeting nor the
shareholders’ number of votes.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding temporary registration in the shareholders’
register, the issuing of proxy documents and participation in the General
Meeting from his/her custodian bank. The account management organisation of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the General Meeting, temporarily into the shareholders’
register of the Company at the latest by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting by way of proxy
representation.

Due to the prevailing coronavirus situation and in order to reduce the risk of
infection, shareholders are advised to primarily participate in the meeting by
way of proxy representation arranged by the Company as set out in this section
C. 3. or by voting in advance as set out in section C. 4. below.

A shareholder can authorize a proxy representative designated by the Company to
represent the shareholder in the meeting. The proxy representative is attorney
Teresa Kauppila of Castrén & Snellman Attorneys Ltd, or a person appointed by
her. Detailed instructions for authorizing the proxy representative designated
by the Company together with a model proxy document including voting
instructions is available on the Company’s website www.valmet.com/agm.
Authorising the designated proxy representative will not accrue any costs for
the shareholder, excluding possible delivery fees of the proxy document and
related material. Further information about the designated proxy representative
is available at https://www.castren.fi/people/teresa-kauppila/.

A shareholder may also authorise another proxy representative. The proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder.

When a shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares held at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting.

Possible proxy documents should be notified in connection with registration and
they are requested to be delivered by email to the address anne.grahn
-loytanen@valmet.com before the end of the registration period.

1. Advance voting

Due to the prevailing coronavirus situation and in order to reduce the risk of
infection, shareholders are advised to primarily participate in the meeting by
way of proxy representation arranged by the Company as set out in section C. 3.
above or by voting in advance as set out in this section C. 4.

A shareholder who has a Finnish book-entry account may vote in advance on
certain items on the agenda of the Annual General Meeting. Advance voting takes
place via a link on the Company’s website www.valmet.com/agm during the time
period February 4, 2021 until March 18, 2021 at 10:00 a.m. If the shareholder is
an individual, advance voting requires strong electronic authentication with a
Finnish bank ID or Finnish mobile certificate. Shareholders who are legal
persons can vote in advance by using their business ID and book-entry account
number.

Unless a shareholder voting in advance will be present in the general meeting in
person or by way of proxy representation, he/she may not be able to exercise
his/her right under the Finnish Companies Act to request information or a vote
and if decision proposals have changed after the beginning of the advance voting
period, his/her possibility to vote on such item may be restricted.

The conditions and instructions relating to the electronic advance voting may be
found the Company’s website www.valmet.com/agm.

1. Other information

The Company will arrange an opportunity for shareholders who have registered for
the meeting to follow the meeting online via a webcast. Detailed instructions on
following the webcast will be available on the Company’s website
www.valmet.com/agm on February 26, 2021 at the latest. Shareholders are asked to
take into account that following the meeting via webcast is not considered as
official participation in the general meeting and that it does not make possible
for shareholders to exercise their rights in the general meeting.

Shareholders have the possibility to submit questions concerning matters on the
agenda of the general meeting in advance. The questions must be submitted by
email to the address ir@valmet.com by March 16, 2021 10 a.m. The Company will
seek to address the questions during the meeting to the extent possible.

Pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

On the date of this notice February 4, 2021, the total number of shares and
votes in Valmet Oyj is 149,864,619. On the date of this notice, Valmet Oyj holds
a total of 373,643 treasury shares. Pursuant to the Finnish Limited Liability
Companies Act, shares held by the company or its subsidiary do not entitle to
participation in the General Meeting.

Espoo February 4, 2021

VALMET OYJ

Board of Directors

Further information, please contact:

Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020

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

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

Valmet’s net sales in 2020 were approximately EUR 3.7 billion. Our 14,000
professionals around the world work close to our customers and are committed to
moving our customers’ performance forward – every day. Valmet’s head office is
in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.

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

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

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