Valmet Oyj — Share Issue/Capital Change 2018

Dec 20, 2018

The Board of Directors of Valmet Oyj has decided on new share-based incentive plans for key employees and on the acquisition of own shares

The Board of Directors of Valmet Oyj has decided on new share-based incentive plans for key employees and on the acquisition of own shares

Valmet Oyj's stock exchange release on December 20, 2018 at 2:00 p.m. EET

The Board of Directors of Valmet Oyj has decided on a long-term share-based
incentive plan (LTI Plan) and a new restricted shares pool (Restricted Pool) for
Valmet's key employees. The aim of the plans is to combine the objectives of the
shareholders and the key employees in order to increase the value of the Company
in the long run, to commit the key employees to the Company, and to offer them a
competitive reward plan based on holding the Company's shares.

The LTI Plan includes three discretionary periods, which are the calendar years
2018, 2019 and 2020. Valmet's Board of Directors decides on the performance
criteria and targets in the beginning of each discretionary period. The
potential reward from the discretionary period 2019 is based on Valmet's
Comparable EBITA margin and orders received growth (%) of the stable business,
that is, the Services and Automation business lines. The potential reward from
the discretionary period 2019 will be paid partly in Company shares and partly
in cash in 2020. The proportion to be paid in cash is intended to cover taxes
and tax-related costs arising from the reward to the key employee.

The rewarded shares from the LTI Plan may not be transferred during the
restriction period, which will end two years from the end of the discretionary
period. As a rule, no reward is paid if the key employee's employment or service
at Valmet ends before the reward payment. Should a key employee's employment or
service end during the restriction period, he or she must, as a rule,
gratuitously return the shares given as reward to the Company.

The LTI Plan is directed to a maximum of 123 participants, of which 83 are key
employees in management positions (including Executive Team members), and 40 are
management talents. The rewards to be paid on the basis of the discretionary
period 2019 will correspond to a maximum total of approximately 465,000 shares
in Valmet Oyj, representing the gross reward before the deduction of taxes and
tax-related costs arising from the reward. The estimated maximum total expense
of the LTI Plan for the performance period 2019 is EUR 8.8 million.

As part of total remuneration, for example for retention purposes, the Board of
Directors has also decided on an additional incentive element for 2019, the
Restricted Pool, from which shares can be granted to selected key employees.
Restricted pools are intended to be annually commencing, but any future
restricted pool is subject to separate approval by the Board of Directors. In
2019 a maximum of 70,000 shares can be allocated to possible participants in the
Restricted Pool. As a rule, the restriction period for these shares is 3 years.
A precondition for the payment of the share reward based on the Restricted Pool
is that the employment relationship of the individual participant with Valmet
continues until the payment date of the reward.

Both the LTI Plan and the Restricted Pool include a recommendation that the
members of Valmet's Executive Team own and hold an amount of Company shares
equaling to their gross annual base salary (100 percent ownership
recommendation).

Acquisition of own shares

The Board of Directors of Valmet has in its meeting on December 20, 2018 decided
to use the authorization granted by the General Meeting held on March 21, 2018
to acquire the Company's own shares. Based on the authorization, the Board has
decided to initiate a fixed-term share buy-back program for the purpose of
acquiring the Company's own shares to meet part of the obligations arising from
the LTI Plan and the Restricted Pool incentive plans. The share acquisitions
will begin at the earliest on February 8, 2019 and will end at the latest on
March 4, 2019. The maximum number of shares to be acquired is 278,000,
corresponding to a value of approximately EUR 5 million based on the closing
share price of the last trading day preceding the date hereof. The shares will
be acquired at market price in public trading on Nasdaq Helsinki Ltd.

Further information, please contact:
Julia Macharey, SVP, Human Resources, Valmet, tel. +358 10 672 0022
Calle Loikkanen, Director, Investor Relations, Valmet, tel. +358 10 672 0020

VALMET

Kari Saarinen
CFO

Calle Loikkanen
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 2017 were approximately EUR 3.1 billion. Our more than
12,000 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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