Valmet Oyj — Proxy Solicitation & Information Statement 2025

Jan 27, 2025

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

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

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

Valmet Oyj's stock exchange release on January 27, 2025 at 2:00 p.m. EET

Valmet Oyj (“Valmet”, the “Company”) has on December 3, 2024 announced the
proposal of Valmet's Shareholders' Nomination Board for the composition and
remuneration of the Board of Directors. After the announcement, Per Lindberg,
proposed as the Vice-Chair of the Board, has informed the Nomination Board that
he is no longer available for election to the Board of Directors and Valmet's
Shareholders' Nomination Board has decided to update its proposal as follows:

· the number of members of the Board of Directors is proposed to be eight (8),
· Bernd Eikens and Jonas Gustavsson are proposed to be elected as new members
to the Board of Directors in addition to Pekka Vauramo,
· Annika Paasikivi is proposed to be elected as the new Vice-Chair of the
Board of Directors, and
· Per Lindberg is not proposed to be re-elected to the Board of Directors.

Except for the above, the proposal of the Shareholders' Nomination Board remains
the same. The updated proposal is included herein in its entirety.

Proposal for the composition of the Board of Directors

Valmet's shareholders' Nomination Board proposes to the next Annual General
Meeting, which is planned to be held on March 26, 2025, that the number of
members of the Board of Directors for the term expiring at the close of the
Annual General Meeting 2026 be eight (8), and that

•Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer and
Annika Paasikivi are re-elected as Board members,

Pekka Varuramo, Bernd Eikens and Jonas Gustavsson be elected as new members of
the Board, and

•Pekka Vauramo be elected as the new Chair of the Board and Annika Paasikivi be
elected as the new Vice-Chair of the Board.

As the Company has previously announced, Mikael Mäkinen, Chair of the Board of
Directors, and Jaakko Eskola, Vice-Chair of the Board of Directors, have
informed Valmet's Nomination Board that they will not be available in the
election of the Board of Directors in the next Annual General Meeting. Mikael
Mäkinen has served as a member and Chair of Valmet's Board of Directors since
2019. Jaakko Eskola has served as a member and Vice-Chair of Valmet's Board of
Directors since 2022. In addition, Per Lindberg has informed the Nomination
Board of his intention to retire from the Board of Directors. Per Lindberg has
served as a member of the Board of Directors since 2021.

Should any member of the candidates proposed by the Nomination Board for any
reason not be available for election to the Board of Directors, the proposed
number of Board members shall be decreased accordingly, and the remaining
available candidates are proposed to be elected in accordance with the proposal
by the Nomination Board.

The Nomination Board recommends that with regard to the selection procedure for
Board members, the shareholders take a position on the proposal as a whole at
the Annual General Meeting.

At the time of the resolution of the Nomination Board it is assessed that all
proposed Board members are independent of the company. With the exception of
Annareetta Lumme-Timonen and Annika Paasikivi the proposed Board members are
independent of the company's significant shareholders. Annareetta Lumme-Timonen
is evaluated as being not independent of significant shareholders due to her
role as Investment Director at Solidium Oy and Annika Paasikivi is evaluated as
being not independent of significant shareholders due to her role as President
and CEO at Oras Invest Ltd.

The Nomination Board notes that the Board elected by the Annual General Meeting
will separately evaluate the independence of the Board members. Valmet complies
with the Finnish Corporate Governance Code in defining the independence of the
Board members.

The proposed continuing members of the Board of Directors are presented on
Valmet's website (www.valmet.com).

Proposed new member of the Board of Directors

Pekka Vauramo (b. 1957), nationality Finnish, has worked as the President and
CEO of Metso Corporation and President and CEO of Metso Outotec Corporation in
2018-2024. He was the President and CEO of Finnair Corporation in 2013-2018. In
2007-2013 he worked in several management positions at Cargotec Corporation.
Before that, he held several management positions at Sandvik AB between 1995
-2007 and at Tamrock Corporation between 1985-1995. He holds the degree of M.
Sc. (Tech.).

Bernd Eikens (s. 1965), nationality German, main occupation Group CEO of Meyer
Shipyards. He was the Executive Vice President, Fibres 2019 - 2023, Executive
Vice President, Speciality Papers 2016 - 2019, Executive Vice President, Paper
Europe & North America 2013 - 2016. Before that held several management
positions at UPM-Kymmene between 2005 - 2013 and International Paper Co. between
years 1996 - 1998. He holds a Doctor's degree from Colorado State University
(PhD in Chemical Engineering) and Master's degrees from Technical University of
Darmstadt (M. Sc. in Mechanical Engineering) and Georgia Institute of Technology
(M. Sc. in International Logistics and Supply Chain Strategy).

Jonas Gustavsson (s. 1967), nationality Swedish, has worked as the President and
CEO of AFRY AB 2017 - 2025. He was the President of Sandvik Machining Solutions
2013 - 2017, President of Sandvik Materials Technology in 2011 - 2013,
President, KANTHAL, Sandvik Materials Technology in 2009 - 2011 and President,
Product Unit Tube, Sandvik Materials Technology in 2008 - 2009. Before that
between years 2003 - 2008 Gustavsson held several management positions at BRP
ROTAX in Austria and Bombardier Transportation in 2001 - 2022 and ABB in 1995 -
2001. He holds the degree of M. Sc. (Tech.).

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 2026 be increased and as follows:

•EUR 155,000 for the Chair of the Board (2024: EUR 150,000),

•EUR 85,500 for the Vice-Chair of the Board (2024: EUR 82,500), and

•EUR 68,000 for a Board member (2024: EUR 66,000).

Furthermore, the Nomination Board proposes that a base fee of EUR 7,300 (2024:
EUR 7,300) shall be paid for each member of the Audit Committee, EUR 16,700
(2024: EUR 16,700) for the Chair of the Audit Committee, EUR 4,200 (2024: EUR
4,200) for each member of the Remuneration and HR Committee, and EUR 8,500
(2024: EUR 8,500) for the Chair of the Remuneration and HR Committee.

In addition, the Nomination Board proposes that a meeting fee in the amount of
EUR 750 (2024: EUR 750) shall be paid for those members whose place of residence
is in Nordic countries, EUR 1,500 (2024: EUR 1,500) for those members whose
place of residence is elsewhere in Europe and EUR 3,000 (2024: 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 Oyj shares at a price formed
on a regulated market on the official list of Nasdaq Helsinki Ltd 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, 2025.

The Nomination Board

Jari Paasikivi (Chair of the Board of Directors, Oras Invest Oy) acted as the
Chair of the Nomination Board. The other members of the Nomination Board were
Reima Rytsölä (CEO, Solidium Oy), Markus Aho (Chief Investment Officer, Varma
Mutual Pension Insurance Company) and Mikko Mursula (Deputy CEO, Investments,
Ilmarinen Mutual Pension Insurance Company). Mikael Mäkinen, Chair of Valmet's
Board of Directors, served as the Nomination Board's expert member.

In accordance with its charter, the Nomination Board shall submit its proposals
to the Board of Directors of the Company at the latest on January 31. Valmet's
Board of Directors will include these proposals into the notice of the Annual
General Meeting 2025, which is estimated to be published on February 13, 2025.

Further information, please contact:

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

VALMET

Katri Hokkanen

CFO

Pekka Rouhiainen

VP, Investor Relations

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.valmet.com

Valmet has a global customer base across various process industries. We are a
leading global developer and supplier of process technologies, automation and
services for the pulp, paper and energy industries, and with our automation and
flow control solutions we serve an even wider base of process industries. Our
more than 19,000 professionals around the world work close to our customers and
are committed to moving our customers' performance forward - every day.

The company has over 220 years of industrial history and a strong track record
in continuous improvement and renewal. Valmet's net sales in 2023 were
approximately EUR 5.5 billion.

Valmet's shares are listed on the Nasdaq Helsinki and the head office is in
Espoo, Finland.

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