Valmet Corporation - Notice to general meeting

NOTICE TO VALMET CORPORATION'S ANNUAL GENERAL MEETING

Valmet Corporation's stock exchange release on February 6, 2014 at 4:15 p.m. EET

Notice is given to the shareholders of Valmet Corporation that the annual
general meeting is to be held on 26 March 2014 at 3:00 p.m. at Messukeskus
Helsinki, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who
have registered for the meeting and the distribution of voting tickets will
commence at 2:00 p.m.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the persons to scrutinise the minutes and to verify the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the consolidated financial
statements, the report of the board of directors and the auditor's report for
the year 2013

- Review by the CEO

7. Adoption of the financial statements and the consolidated financial
statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividends

The company's distributable equity as at 31 December 2013 totalled EUR
922,975,599.83, of which the net profit for the year 2013 was EUR -5,232,145.15.

The Board of Directors proposes that a dividend of EUR 0.15 per share be paid
based on the balance sheet to be adopted for the financial year which ended 31
December 2013 and the remaining part of the 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 31
March 2014 are registered in the Company's shareholders' register held by
Euroclear Finland Ltd. The dividend shall be paid on April 11, 2014.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

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

Based on the recommendation of shareholders owning a total of 29.9% of the votes
conferred by the shares in the Company, the Board of Directors proposes to the
General Meeting that the members of the Board of Directors to be elected for a
term of office ending at the end of the Annual General Meeting of the year 2015
be paid the following annual remuneration: to the Chairman of the Board of
Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the
Chairman of the Audit Committee EUR 60,000; and to the other members of the
Board of Directors EUR 48,000 each. Based on the recommendation, the Board of
Directors furthermore proposes that, for each meeting of the Board of Directors
or the committees of the Board of Directors, a fee of EUR 700 is paid to the
members of the Board that reside in the Nordic countries, a fee of EUR 1,400 is
paid to the members of the Board that reside in other European countries and a
fee of EUR 2,800 is paid to the members of the Board that reside outside Europe.
Based on the recommendation, the Board of Directors proposes that, as a
condition for the annual remuneration, the members of the Board of Directors are
obliged, directly based on the General Meeting's decision, to use 40% of the
fixed annual remuneration for purchasing Valmet Corporation shares on the market
at a price formed in public trading on the Helsinki Stock Exchange and that the
purchase will be carried out within two weeks from the publication of the
interim review for the period 1 January to 31 March 2014.

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

Based on the recommendation of shareholders owning a total of 29.9% of the votes
conferred by the shares in the Company, the Board of Directors proposes the
number of members of the Board of Directors shall be seven (7).

12. Election of the members of the Board of Directors

Based on the recommendation of shareholders owning a total of 29.9% of the votes
conferred by the shares in the Company, the Board of Directors proposes that the
following individuals be re-elected members of the Board of Directors: Mr Jukka
Viinanen, Mr Mikael von Frenckell, Ms Friederike Helfer, Mr Pekka Lundmark, Mr
Erkki Pehu-Lehtonen and Mr Rogério Ziviani.

Based on the recommendation, the Board of Directors further proposes that Ms
Lone Fønss Schrøder be elected as a new member of the Board of Directors.

Based on the recommendation, Mr Jukka Viinanen is proposed to be elected as
Chairman of the Board of Directors and Mr Mikael von Frenckell as Vice-Chairman
of the Board of Directors.

According to Section 4 of the Articles of Association, the term of office of a
member of the Board of Directors expires at the end of the first Annual General
Meeting following the election.

Personal information and positions of trust of the proposed individuals is
available on the Company's website (www.valmet.com). All candidates have given
their consent to the appointments.

In addition shareholders owning a total of 29.9% of the votes conferred by the
shares in the Company note in their recommendation that, during the commencing
term of office of the Board of Directors, a personnel representative will
participate as an invited expert in meetings of the Board of Directors of the
Company within the limitations imposed by the Finnish Act on Personnel
Representation in the Administration of Undertakings. The new Board of Directors
will invite the personnel representative as its external expert in its
organising meeting after the Annual General Meeting.

13. Resolution on remuneration of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes
that the remuneration to the Auditor be paid in accordance with the Auditor's
invoice and the principles approved by the Audit Committee.

14. Election of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes
that PricewaterhouseCoopers Oy, authorised public accountants, be elected
Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr Jouko
Malinen, APA, will act as responsible auditor.

15. Authorising the Board of Directors to decide on the repurchase and/or on the
taking as pledge of the Company shares

The Board of Directors of Valmet Corporation proposes that the Board of
Directors be authorised to resolve on repurchasing Company shares and/or taking
Company shares as pledge as follows:

The maximum number of shares to be repurchased and/or taken as pledge shall be
10,000,000 shares, which corresponds to approximately 6.7% of all the shares in
the Company. Company shares may be repurchased otherwise than in proportion to
the shareholdings of the shareholders (directed repurchase).  Company shares may
be repurchased using the unrestricted equity of the Company at a price formed on
the regulated market in the Helsinki Stock Exchange's stock exchange list on the
date of the repurchase or at a price otherwise determined on the market.

Company shares may be repurchased and/or taken as pledge 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. The repurchased shares may be held for the time
being, cancelled or reissued.

The Board of Directors resolves on all other terms related to the repurchasing
and/or taking as pledge of own shares.

The authorisation shall remain in force until 30 June 2015 and it cancels the
previous authorisation given to the Board of Directors of Valmet Corporation by
the extraordinary general meeting of Metso Corporation convening on 1 October
2013.

16. Authorising the Board of Directors to resolve on the issuance of shares as
well as the issuance of special rights entitling to shares

The Board of Directors of Valmet Corporation proposes that the Board of
Directors be authorised to resolve on the issuance of new shares, treasury
shares and special rights pursuant to Chapter 10(1) of the Finnish Limited
Liability Companies Act as follows:
The maximum number of new shares which may be issued shall be 15,000,000 shares,
which corresponds to approximately 10% of all the shares in Valmet Corporation.
The maximum number of treasury shares which may be issued shall be 10,000,000
shares, which corresponds to approximately 6.7% of all the shares in the
Company.

The Board of Directors is furthermore authorised to issue special rights
pursuant to Chapter 10(1) of the Finnish Limited Liability Companies Act
entitling their holder to receive new shares or treasury shares against
consideration. The maximum number of shares which may be issued based on the
special rights shall be 15,000,000 shares, which corresponds to approximately
10% of all the shares in Company. This number of shares shall be included in the
aggregate numbers of shares mentioned in the previous paragraph.

The new shares and treasury shares may be issued for consideration or without
consideration.

The Board of Directors of Valmet Corporation shall also be authorised to resolve
on issuing treasury shares to the Company without consideration. The maximum
number of shares which may be issued to Valmet Corporation shall be 10,000,000
shares when combined with the number of shares repurchased based on an
authorisation. Such number corresponds to approximately 6.7% of all shares in
the Company. The treasury shares issued to the Company shall not be taken into
account in the limits pursuant to the preceding paragraphs.

The new shares, treasury shares and the special rights pursuant to Chapter
10(1) of the Finnish Limited Liability Companies Act may be issued to the
shareholders in proportion to their current shareholdings in the Company. The
new shares, treasury shares and the special rights referred to in Chapter 10(1)
of the Finnish Limited Liability Companies Act may also be issued in deviation
from the shareholders' pre-emptive rights by way of a directed issue if there is
a weighty financial reason for Valmet Corporation to do so. The deviation from
the shareholders' pre-emptive rights may be invoked, 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 an incentive scheme.  A directed share issue may be executed without
consideration only if there is an especially weighty financial reason for Valmet
Corporation to do so, having regard to the interests of all the shareholders.

The Board of Directors may resolve on all other terms of the issuance of shares
and special rights pursuant to in Chapter 10(1) of the Finnish Limited Liability
Companies Act.

The authorisation shall remain in force until 30 June 2015 and it cancels the
previous authorisation given to the Board of Directors of Valmet Corporation by
the extraordinary general meeting of Metso Corporation convening on 1 October
2013.

17. Establishment of a Shareholders' Nomination Board

The Board of Directors of Valmet Corporation proposes that the General Meeting
resolve to establish a Shareholders' Nomination Board to prepare future
proposals concerning the election and remuneration of the members of the Board
of Directors to the General Meetings. In addition, the Board of Directors
proposes that the General Meeting adopt the Charter of the Shareholders'
Nomination Board set out as an appendix to the proposal.

According to the proposal, the Nomination Board shall comprise representatives
nominated by the four largest shareholders of the company and the Chairman of
the Board of Directors. 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 1 September based on
the company's shareholders' register held by Euroclear Finland Ltd. However, if
a shareholder who has distributed his/her holdings, e.g. into several funds and
has an obligation under the Finnish Securities Markets Act to take these
holdings into account when disclosing changes in share of ownership makes a
written request to such effect to the Chairman of the Board of Directors no
later than on 31 August, such shareholder's holdings in several funds or
registers will be combined when calculating the share of votes which determines
the nomination right. Should a shareholder not wish to exercise his/her
nomination right, the right shall be transferred to the next largest shareholder
who otherwise would not be entitled to nominate a member.

The Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board shall elect a chairman from among its
members. The Nomination Board shall give its proposal to the Board of Directors
annually no later than 31 January preceding the next Annual General Meeting. The
term of the Nomination Board ends each year upon the appointment of the new
Nomination Board.

18. Closing of the Meeting

B. Documents of the General Meeting

The proposals for decisions on the matters on the agenda of the General Meeting
as well as this notice are available on Valmet Corporation's website at the
address www.valmet.com. The Annual Report of Valmet Corporation, including the
Financial Statements, Consolidated Financial Statements, the Report of the Board
of Directors and the Auditor's report, will be available on the above-mentioned
website no later than 5 March 2014. The proposals for decisions and the
Financial Statements and Consolidated Financial Statements are also available at
the General Meeting and copies of said documents and of this notice will be
delivered to shareholders upon request. The Minutes of the Annual General
Meeting will be available on the above-mentioned Internet site at the latest as
of 9 April 2014.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder who is registered on 14 March 2014 in the shareholders'
register of the Company held by Euroclear Finland Ltd. has the right to
participate in the 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, who is registered in the shareholders' register of the Company
and who wants to participate in the General Meeting, has to register for the
meeting no later than on 21 March 2014 at 10 a.m. by giving a prior notice of
participation. The notice has to be received by the Company before the end of
the registration period. Such notice can be given:

a) at the address www.valmet.com/agm;
b) by telephone to the number 020 770 6884  (on weekdays between 9:00 a.m. and
4:00 p.m.);
c) by telefax to the number 010 672 0300; or
d) by sending a written notification to the address Valmet Corporation, Anne
Grahn-Löytänen, POB 11, 02151 Espoo, Finland.

In connection with the registration, a shareholder must state his/her name,
personal identification number or business identity code, address, telephone
number and the name of a possible assistant, proxy representative or statutory
representative as well as the personal identification number of the proxy
representative or statutory representative. The personal data given to Valmet
Corporation by shareholders is used only in connection with the General Meeting
and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative must,
if necessary, be able to prove his/her identity and/or right of representation
at the General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the General
Meeting record date 14 March 2014 would be entitled to be registered in the
shareholders' register of the Company held by Euroclear Finland Ltd. The right
to participate in the 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 Ltd at the latest by 21 March
2014 at 10:00 a.m. As regards nominee registered shares this constitutes due
registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding the registration in the shareholders' register,
the issuing of proxy documents and participation in the General Meeting from
his/her custodian bank.  The account management organisation of the custodian
bank has to register a holder of nominee registered shares, who wants to
participate in the General Meeting, temporarily into the shareholders' register
of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting by way of proxy
representation. The proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder.

When a shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares held at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting.

Possible proxy documents should be delivered in originals to the address Valmet
Corporation, Anne Grahn-Löytänen, POB 11, 02151 Espoo, Finland, before the last
date for registration.

4. Other information

Pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

On the date of this notice 6 February 2014, the total number of shares and votes
in Valmet Corporation is 149,864,619.

Helsinki 6 February 2014

VALMET CORPORATION
Board of Directors


Further information, please contact:
Rasmus Oksala, General Counsel, Valmet Corporation, tel. +358 40 586 8997
Hanna-Maria Heikkinen, Vice President, Investor Relations, Valmet Corporation,
tel +358 10 672 007

Valmet Corporation is a leading global developer and supplier of services and
technologies for the pulp, paper and energy industries. Our 11,000 professionals
around the world work close to our customers and are committed to moving our
customers' performance forward - every day.

Valmet's services cover everything from maintenance outsourcing to mill and
plant improvements and spare parts. Our strong technology offering includes
entire pulp mills, tissue, board and paper production lines, as well as power
plants for bio-energy production.

The company has over 200 years of industrial history and was reborn through the
demerger of the pulp, paper and power businesses from Metso Group in December
2013. Valmet's net sales in 2013 were approximately EUR 2.6 billion. Valmet's
objective is to become the global champion in serving its customers.

Valmet's head office is in Espoo, Finland and its shares are listed on the
NASDAQ OMX Helsinki Ltd.

Read more www.valmet.com , www.twitter.com/valmetglobal

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