Valmet Oyj — Proxy Solicitation & Information Statement 2022

Feb 3, 2022

Notice convening the Annual General Meeting of Valmet Oyj

Notice convening the Annual General Meeting of Valmet Oyj

Notice convening the Annual General Meeting of Valmet Oyj

Valmet Oyj's stock exchange release on February 3, 2022 at 12:35 p.m. EET

Notice is given to the shareholders of Valmet Oyj (“Valmet or the “Company”) to
the Annual General Meeting to be held on March 22, 2022 starting at 1:00 p.m.
(Finnish time) at the office of Hannes Snellman Attorneys Ltd, Eteläesplanadi
20, FI-00130 Helsinki, Finland.

Due to the coronavirus pandemic, the Company’s Board of Directors has resolved
on exceptional meeting procedures based on the Temporary Act (375/2021), which
entered into force on May8,2021. In order to ensure the health and safety of the
shareholders, employees and other stakeholders of the Company, the Annual
General Meeting will be organized without shareholders’ and their proxy
representatives’ presence at the Annual General Meeting venue.

Shareholders can participate in the Annual General Meeting and use their
shareholder rights in connection with the Annual General Meeting by voting in
advance (either personally or through a proxy representative), by submitting
counterproposals in advance and by asking questions in advance in the manner
described below. Proxy representatives must also vote in advance in the manner
described below. The Company will arrange an opportunity for shareholders who
have registered for the meeting to follow the meeting online via a webcast. For
further instructions, please refer to Section C. “Instructions for the
Participants in the Annual General Meeting” of this notice.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting
2. Calling the meeting to order

Lagman Johan Aalto will serve as the chairperson of the meeting.

If Johan Aalto is prevented from serving as the chairperson for a weighty
reason, the Board of Directors will appoint a person they deem most suitable to
serve as the chairperson.

1. Election of the person to scrutinize the minutes and to verify the counting
   of the votes

The Company’s General Counsel Rasmus Oksala will serve as the person to
scrutinize the minutes and to verify the counting of the votes.

If Rasmus Oksala is prevented from serving as the person to scrutinize the
minutes and to verify the counting of the votes, the Board of Directors will
appoint a person they deem most suitable to serve in said role.

1. Recording the legality of the meeting
2. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the Annual General Meeting
in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act
will be recorded to have attended the Annual General Meeting.

The list of votes will be adopted according to the information provided by
Euroclear Finland Oy.

1. Presentation of the financial statements, the consolidated financial
   statements, the report of the Board of Directors and the Auditor’s report for
   the year 2021

The Company’s Financial Statements 2021, which include the financial statements,
the consolidated financial statements, the Report of the Board of Directors and
the Auditor’s Report for the year 2021 will be published and available on
Valmet’s website at www.valmet.com/agm at the latest as of February 25, 2022.

As participation in the General Meeting is possible only by voting in advance,
the financial statements, the consolidated financial statements, the Report of
the Board of Directors and the Auditor’s Report for the year 2021 shall be
deemed to have been presented to the Annual General Meeting.

1. Adoption of the financial statements and the consolidated financial
   statements
2. 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, 2021 totaled
EUR1,270,405,789.12, of which the net profit for the year 2021 was EUR
177,417,747.78.

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR1.20 per share be paid based on the balance sheet to be adopted for the
financial year which ended December 31, 2021 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
March24,2022 are registered in the Company’s shareholders’ register held by
Euroclear Finland Oy. The dividend shall be paid on March 31, 2022.

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 Company’s remuneration report for governing bodies will be published
simultaneously with the Annual Report and it will be available on Valmet’s
website at www.valmet.com/agm at the latest as of February 25, 2022.

As participation in the Annual General Meeting is possible only by voting in
advance, the remuneration report shall be deemed to have been presented to the
Annual General Meeting.

The resolution on the remuneration report is advisory.

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

Valmet’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 2023 be increased conditionally, subject to the completion of the
merger of Valmet and Neles Corporation (“Effective Date”), as of the Effective
Date as follows:

· EUR 145,000 for the Chairman of the Board (2021: 118,000),
· EUR 80,000 for the Vice-Chairman of the Board (2021: 70,000),
· EUR 64,000 for a Board member (2021: 56,000).

Until the Effective Date, the annual remuneration of the Board of Directors will
remain at the 2021 level. The annual remuneration of the members of the Board of
Directors elected conditionally will be paid in proportion to the length of
their term of office.

Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be
paid for each member of the Audit Committee, EUR 16,000 (2021: 14,000) for the
Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration
and HR Committee, and EUR 8,000 (2021: 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 (2021: EUR 750) shall be paid for those members whose place of residence
is in Nordic countries, EUR 1,500 (2021: EUR 1,500) for those members whose
place of residence is elsewhere in Europe and EUR 3,000 (2021: EUR 3,000) 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 resolution to use 40 percent of
the fixed annual remuneration for purchasing Valmet 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
first Interim Review following the Effective Date.

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

Valmet’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 2023 be conditionally eight, however, prior to the
Effective Date, the number of members of the Board of Directors be six.

1. Election of the members of the Board of Directors

Valmet’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 2023 be conditionally eight, however, prior to the
Effective Date, the number of members of the Board of Directors be six and that

· Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael Mäkinen,
and Eriikka Söderström be re-elected as Board members,
· Jaakko Eskola and Anu Hämäläinen be elected conditionally as new Board
members for the term commencing on the Effective Date, and
· Mikael Mäkinen be re-elected as the Chairman of the Board and Aaro Cantell
be re-elected as the Vice-Chairman of the Board until the Effective Date from
which date on Jaakko Eskola shall act as the Vice-Chairman of the Board.

The provisions of the Temporary Act (375/2021) are applied on the Annual General
Meeting, and such provisions are arguable with regard to the election procedure,
due to which the shareholders’ nomination board recommends with regard to the
election procedure of the members of the Board of Directors that the
shareholders take a position on the proposal as a whole at the Annual General
Meeting.

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. Authorizing 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 authorize 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 7,500,000 shares, which corresponds to
approximately 5.0 percent of all the shares in the Company. Based on the
authorization, 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 official list of Nasdaq
Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the
market.

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 authorization shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorization granted in the Annual General
Meeting of March 23, 2021 related to the repurchasing of the Company’s own
shares.

1. Authorizing 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 authorize 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, Section 1 of the Finnish 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. Based on this authorization, 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 Companies Act.

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

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, Section 1 of the
Finnish Companies Act. The Board of Directors may use this authorization, 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 authorization shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorization granted in the Annual General
Meeting of March 23, 2021 to decide on the issuance of shares as well as the
issuance of special rights entitling to shares.

1. Amendment of the charter of the Nomination Board

Valmet’s Nomination Board proposes to the Annual General Meeting that the
charter of the Nomination Board be amended.

The proposed amendments include an amendment to the effect that the right to
nominate representatives shall be vested with the four shareholders of the
Company having the largest share of the votes represented by all the shares in
the Company annually on July1 (currently September 1) based on the Company’s
shareholders' register held by Euroclear Finland Oy, and certain other technical
amendments.

The amended charter is attached to this notice.

1. Closing of the meeting

B. Documents of the General Meeting

This notice, which includes the proposals for resolutions on the matters on the
agenda of the Annual General Meeting, is available on Valmet’s website at the
address www.valmet.com/agm. The Financial Statements 2021, which include the
financial statements, the 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 published and available on Valmet’s website at
www.valmet.com/agm at the latest as of February 25, 2022. Copies of this notice
and other above-mentioned documents 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 5, 2022.

C. Instructions for the participants in the General Meeting

Shareholders of the company may only participate in the meeting and exercise
their shareholder rights by voting in advance in person or by way of a proxy
representation as well as by submitting counterproposals and asking questions in
advance in accordance with the below instructions. Proxy representatives must
also vote in advance.

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on the record date of the Annual General
Meeting March 10, 2022 in the shareholders’ register of the Company held by
Euroclear Finland Oy has the right to participate in the Annual 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 may only participate in the meeting by voting in advance in person
or by way of a proxy representation and by submitting counterproposals and
asking questions in advance in accordance with the below instructions.

1. Registration and voting in advance

The registration for the meeting and advance voting will begin on February 14,
2022 at 10:00 a.m. (Finnish time). A shareholder who is registered in the
shareholders’ register of the Company and wishes to participate in the Annual
General Meeting by voting in advance, shall register for the Annual General
Meeting and vote in advance by March15,2022 at 4:00 p.m. (Finnish time) by which
time the registration and votes must be received. Registration to the Annual
General Meeting without submitting advance votes will not be considered
participation in the Annual General Meeting.

Requested information shall be given in connection with the registration such as
the name, personal identity code, address and phone number of the shareholder.
The personal data given to Valmet or Euroclear Finland Oy is used only in
connection with the Annual General Meeting and with the processing of related
registrations.

Shareholders who have a Finnish book-entry account may register and vote in
advance on certain items on the agenda of the Annual General Meeting during the
time period beginning on February 14, 2022 at 10:00 a.m. (Finnish time) and
ending on March15,2022 at 4:00 p.m. (Finnish time) by the following means:

a. Through the Company’s website at www.valmet.com/agm

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

If the shareholders who are legal persons use the electronic Suomi.fi e
-authorization, registration requires a strong electronic authentication of the
authorized person by using a Finnish bank ID or Finnish mobile certificate.

b. Through email or mail

Shareholders may submit the advance voting form available on the Company’s
website or corresponding information to Euroclear Finland Oy by email to
yhtiokokous@euroclear.eu or by mail to Euroclear Finland Oy, Annual General
Meeting / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.

When using the advance voting service, the shareholder gives his/her consent for
Euroclear Finland Oy to verify the shareholder’s book-entry account number if
necessary in order to register the advance votes.

If a shareholder participates in the Annual General Meeting by submitting
advance votes by mail or email to Euroclear Finland Oy, the submission of votes
before the expiry of the registration and advance voting period constitutes due
registration for the Annual General Meeting, provided that the documents
delivered by the shareholder contain the information required for registration
specified in the advance voting form.

Instructions for voting will be available on the company’s website at
www.valmet.com/agm at the latest when the advance voting period begins.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. Also the proxy
representative of a shareholder may only participate by voting in advance in the
manner instructed above.

A proxy representative shall provide a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. Should a
shareholder participate in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares in different book-entry
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration.

A proxy document template and voting instructions will be available on the
Company’s website on February 14, 2022 at the latest. Possible proxy documents
should be delivered by email to the address mirka.pirinen@valmet.com before the
expiry of the registration and advance voting period on March 15, 2022 at 4:00
p.m. (Finnish time), by which time the proxy documents must be received.

Submitting to the Company a proxy document before the end of registration and
advance voting period constitutes due registration for the Annual General
Meeting, provided that it includes the information required for registration
listed above.

Shareholders that are legal persons can also use the electronic Suomi.fi
authorization service instead of the traditional proxy in Euroclear Finland Oy’s
general meeting service. In this case, the shareholder that is legal person
authorizes an assignee nominated by it in the Suomi.fi service at
https://www.suomi.fi/e-authorizations using the authorization topic
“Representation at the General Meeting”. The assignee must identify
himself/herself with strong electronic authentication in Euroclear Finland Oy's
general meeting service when registering, after which the electronic mandate is
automatically checked. The strong electronic authentication works with a Finnish
bank ID or a Finnish mobile certificate. More information on
https://www.suomi.fi/e-authorizations and Valmet’s website at
www.valmet.com/agm.

1. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which he/she on the Annual
General Meeting record date March 10, 2022 would be entitled to be registered in
the shareholders’ register held by Euroclear Finland Oy. The right to
participate in the Annual 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 17,
2022 at 10:00 a.m. (Finnish time). As regards nominee-registered shares, this
constitutes due registration for the Annual General Meeting. Changes in
shareholding after the Annual General Meeting record date affect neither the
right to participate in the Annual 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 registration in the Annual General
Meeting from his/her custodian bank.

The account management organization of the custodian bank shall register a
holder of the nominee-registered shares, who wants to participate in the Annual
General Meeting, temporarily into the shareholders’ register of the Company at
the latest by the time stated above and arrange advance voting on behalf of the
holder of nominee-registered shares.

1. Other instructions and information

Shareholders who hold at least one percent of all the Company’s shares are
entitled to make counterproposals subject for voting to the agenda items of the
Annual General Meeting. Such counterproposals shall be delivered to the Company
by email to ir@valmet.com no later than on February 10, 2022 at 4:00 p.m.
(Finnish time). The shareholder submitting the counterproposal shall present
sufficient evidence on his/her shareholding when delivering the counterproposal.
The counterproposal shall be handled at the Annual General Meeting if the
shareholder is entitled to attend the Annual General Meeting and if the
shareholder holds at least one percent of all the Company’s shares on the record
date of the Annual General Meeting. If a counterproposal is not taken to be
handled at the Annual General Meeting, votes given for the counterproposals will
be disregarded. The Company shall disclose possible counterproposals subject for
voting on the Company’s website at www.valmet.com/agm at the latest on February
14, 2022.

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 can be found on the Company’s website www.valmet.com/agm
before the meeting. Shareholders are asked to take into account that following
the meeting via webcast is not considered as participation in the Annual General
Meeting and that it does not make possible for shareholders to exercise their
rights in the Annual General Meeting through the webcast. The shareholders are
advised to exercise their voting rights in advance or alternatively by proxy
representation (instructions above) in addition to following the Annual General
Meeting via the webcast.

A shareholder may ask questions pursuant to Chapter 5, Section 25 of the Finnish
Companies Act on topics included in the meeting agenda until March 8, 2022 at
4:00 p.m. (Finnish time) by email to ir@valmet.com. Such shareholders’ questions
and the management’s answers thereto as well as possible counterproposals not
subject for voting will be available on the Company’s website at
www.valmet.com/agm at the latest on March11,2022. Shareholders are required to
present sufficient evidence of their shareholding in order to ask questions and
make counterproposals.

On the date of this notice February 3, 2022, the total number of shares and
votes in Valmet is 149,864,619. The total amount includes 393,423 treasury
shares held by the Company. Such treasury shares held by the Company do not have
voting rights.

Espoo February 3, 2022

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 2021 were approximately EUR 3.9 billion. Our more than
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

Processing of personal data (https://www.valmet.com/content_folder/processing-of
-personal-data/)

APPENDIX 1: Charter of the Nomination Board

Attachments: