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

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

Valmet Oyj’s stock exchange release on November 8, 2022 at 4:30 p.m. EET

Proposal for the composition of the Board of Directors

Valmet’s Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 22, 2023, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2024 will be eight, and that

Mikael Mäkinen, Jaakko Eskola, Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Aaro Cantell, Anu Hämäläinen and Per Lindberg are re-elected as Board members, and
Mikael Mäkinen is re-elected as the Chairman of the Board and Jaakko Eskola re-elected as the Vice-Chairman of the Board.

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.

Personal information and positions of trust of the proposed individuals are available on Valmet’s website (www.valmet.com).

Proposal for the remuneration of the Board of Directors

The Nomination Board proposes that there will be no changes in 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 2024 be as follows:

EUR 145,000 for the Chairman of the Board,
EUR 80,000 for the Vice-Chairman of the Board,
EUR 64,000 for a Board member.

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 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 8,000 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 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and 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 Interim Review for the period January 1 to March 31, 2023.

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 Jari Paasikivi (Chairman of the Board of Directors, Oras Invest Oy), Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company), Philip Ahlgren (Vice President, Cevian Capital AB), and Mikael Mäkinen (Chairman of the Board of Directors, Valmet Oyj).

Valmet’s Board of Directors will include these proposals into the notice of the Annual General Meeting 2023, which is estimated to be published on February 2, 2023.

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

Katri Hokkanen

CFO

Pekka Rouhiainen

Vice President, Investor Relations

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.valmet.com

Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. With our automation systems and flow control solutions we serve an even wider base of process industries. Our 17,500 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. In 2022, a major milestone was achieved when the flow control company Neles was merged into Valmet. The combined company’s net sales in 2021 were approximately EUR 4.5 billion based on the respective company figures.

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

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