Valmet Oyj — Proxy Solicitation & Information Statement 2022

Jan 31, 2022

The proposal of Valmet’s Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors and amending the Charter of the Nomination Board

The proposal of Valmet’s Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors and amending the Charter of the Nomination Board

The proposal of Valmet’s Shareholders’ Nomination Board for the composition and
remuneration of the Board of Directors and amending the Charter of the
Nomination Board

Valmet Oyj’s stock exchange release on January 31, 2022 at 11:00 a.m. EET

Proposal for the composition of the Board of Directors

Valmet Oyj’s (”Valmet”) shareholders’ Nomination Board proposes to the next
Annual General Meeting, which is planned to be held on March 22, 2022, that the
number of members of the Board of Directors for the term expiring at the close
of the Annual General Meeting 2023 will be conditionally eight, however, prior
to the registration of the merger of Valmet and Neles (“Effective Date”)
announced earlier, the number of members of the Board of Directors will be six
and that

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

The Nomination Board notes that all proposed Board members are independent of
the company. With the exception of Aaro Cantell, the proposed board members are
independent of the company’s significant shareholders. Valmet’s definition of
Board members’ independence complies with the Finnish Corporate Governance Code.

The members of the Board of Directors are presented on Valmet’s website
https://www.valmet.com.

Proposal for the remuneration of the Board of Directors

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 2023 be increased conditionally, subject to the completion of the
merger, 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 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
first Interim Review following the Effective Date.

Proposal for amending the Charter of the Nomination Board

In addition, The Nomination Board proposes to the next Annual General Meeting,
that the Annual General Meeting approves the Charter of the Nomination Board
attached to the proposal.

The Nomination Board

Annareetta Lumme-Timonen (Investment Director, Solidium Oy) acted as the Chair
of the Nomination Board. The other members of the Nomination Board were Mikko
Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company),
Hanna Hiidenpalo (Deputy CEO, Chief Investment Officer, Elo Mutual Pension
Insurance Company), Reima Rytsölä (Deputy CEO, Varma Mutual Pension Insurance
Company), and Mikael Mäkinen as an expert member in his capacity as the Chairman
of the Board of Directors of Valmet Oyj.

Valmet’s Board of Directors will include these proposals into the notice of the
Annual General Meeting 2022, which is estimated to be published on February 3,
2022.

Further information, please contact:

Annareetta Lumme-Timonen, Chair of Valmet’s Nomination Board, tel. +358 40 550
9580

Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830

VALMET

Kari Saarinen

CFO

Pekka Rouhiainen

Director, Investor Relations

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 morewww.valmet.com,www.twitter.com/valmetglobal

Follow Valmet IR on Twitterwww.twitter.com/valmetir

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APPENDIX 1: Charter of the Nomination Board

Attachments: