Valmet Corporation - Notice to general meeting

Notice convening the Annual General Meeting of Valmet Oyj

Notice convening the Annual General Meeting of Valmet Oyj

Valmet Oyj's stock exchange release on February 13, 2025 at 9:05 a.m. EET

Notice is given to the shareholders of Valmet Oyj (“Valmet” or the “Company”) to
the Annual General Meeting to be held on March 26, 2025 starting at 1:00 p.m
(EET) at Scandic Marina Congress Center, Europaea hall at the address
Katajanokanlaituri 6, 00160 Helsinki, Finland. The reception of the shareholders
who have registered for the meeting and the distribution of voting tickets will
commence at 12:00 noon.

The shareholders have the opportunity to exercise their voting rights also by
voting in advance. In addition, the shareholders who have registered for the
meeting can follow the Annual General Meeting via a webcast. For further
instructions, please refer to Section C. “Instructions for the Participants in
the Annual General Meeting” of this notice.

After the Annual General Meeting, coffee will be served at the meeting venue.

 1. Opening of the meeting
 2. Calling the meeting to order
 3. Election of the persons to scrutinize the minutes and to verify the counting
of the 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, the Auditor's report and the
sustainability reporting assurance report for the year 2024

- Review by the President and 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
distribution of funds

The Company's distributable equity as of December 31, 2024 totaled EUR
1,584,868,527.03, of which the net profit for the year 2024 was EUR
332,895,633.84.

The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 1.35 per share be paid based on the balance sheet to be adopted for the
financial year which ended December 31, 2024 and the remaining part of profit be
retained and carried further in the Company's unrestricted equity.

The dividend shall be paid in two instalments. The first instalment of EUR 0.68
per share shall be paid to shareholders who on the dividend record date March
28, 2025 are registered in the Company's shareholders' register held by
Euroclear Finland Oy. The dividend shall be paid on April 8, 2025.

The second instalment of EUR 0.67 per share shall be paid in October 2025. The
second instalment shall be paid to shareholders who on the dividend record date
are registered in the Company's shareholders' register held by Euroclear Finland
Oy. The dividend payment date shall be resolved by the Board of Directors in its
meeting preliminarily scheduled for September 25, 2025. The dividend record date
for the second instalment would then be September 29, 2025 and the dividend
payment date October 7, 2025.

 9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability
10. Adoption of the remuneration report for governing bodies

The Board of Directors proposes that the Annual General Meeting adopt the
remuneration report of the Company.

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

Valmet has on January 27, 2025 announced the updated proposals of Valmet's
Shareholders' Nomination Board to the Annual General Meeting. 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 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, including the
meetings of the committees of the Board of Directors.

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 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.

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

The Nomination Board proposes to the Annual General Meeting 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).

13. Election of the members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting, that

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

- Pekka Vauramo, Bernd Eikens and Jonas Gustavsson are elected as new Board
members, 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 for the term expiring at the close of
the Annual General Meeting 2026.

Mikael Mäkinen, Chair of the Board of Directors, Jaakko Eskola, Vice-Chair of
the Board of Directors and Per Lindberg, Member 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. Per Lindberg has served as a member of Valmet's 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.

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

14. Resolution on the remuneration of the Auditor

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

15. Election of the Auditor

Based on the proposal of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that authorized public accountants firm
PricewaterhouseCoopers Oy be re-elected as the Auditor of the Company.
PricewaterhouseCoopers Oy has informed that Pasi Karppinen (Authorized Public
Accountant, KHT) would act as the responsible auditor of the Company.

16. Resolution on the remuneration of the Sustainability Reporting Assurance
Provider

Based on the proposal of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the remuneration to the Sustainability Reporting
Assurance Provider be paid in accordance with the Sustainability Reporting
Assurance Provider's invoice and the principles approved by the Audit Committee.

17. Election of the Sustainability Reporting Assurance Provider

Based on the proposal of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that authorized sustainability audit firm
PricewaterhouseCoopers Oy be elected as the Sustainability Reporting Assurance
Provider of the Company. PricewaterhouseCoopers Oy has informed that Pasi
Karppinen (Authorized Sustainability Auditor) would act as the responsible
sustainability auditor of the Company.

18. Authorizing the Board of Directors to resolve on the repurchase of the
Company's own shares

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorize the Board of Directors to resolve on the repurchase of
the Company's own shares in one or several tranches. The maximum number of
shares to be repurchased shall be 9,200,000 shares, which corresponds to
approximately 5.0 percent of all the shares in the Company. Based on the
authorization, the Company's own shares may be repurchased otherwise than in
proportion to the shareholdings of the shareholders (directed repurchase). The
Company's own shares may be [repurchased using the unrestricted equity of the
Company at a price formed on a regulated market on the official list of Nasdaq
Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the
market. The Board of Directors resolves how the own shares will be repurchased.
Own shares can be repurchased also by using derivatives.

The Company's own shares may be repurchased 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 as a part of the
Company's incentive schemes, however so that a maximum of 755,000 shares may be
repurchased to be used as a part of the Company's incentive schemes, which
corresponds to approximately 0.4 percent of all the shares in the Company.

The Board of Directors resolves on all other terms related to the repurchasing
of the Company's own shares.

The authorization shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorization granted in the Annual General
Meeting of March 21, 2024, related to the repurchasing of the Company's own
shares.

19. Authorizing 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 proposes to the Annual General Meeting that the Annual
General Meeting authorize the Board of Directors to resolve on the issuance of
shares as well as the issuance of special rights entitling to shares pursuant to
Chapter 10, Section 1 of the Finnish Companies Act in one or several tranches.
The issuance of shares may be carried out by offering new shares or by
transferring treasury shares held by Valmet. Based on this authorization, the
Board of Directors may also resolve on a directed share issue in deviation from
the shareholders' pre-emptive rights and on the granting of special rights
subject to the conditions mentioned in the Finnish Companies Act.

Based on this authorization, a maximum number of 18,500,000 shares may be
issued, which corresponds to approximately 10.0 percent of all the shares in
Valmet.

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

The Board of Directors resolves on all other terms of the issuance of shares and
special rights entitling to shares pursuant to Chapter 10, Section 1 of the
Finnish Companies Act. The Board of Directors may use this authorization, 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 as a part of the Company's incentive schemes, however so
that the Board of Directors may issue a maximum of 755,000 shares to be used as
a part of the Company's incentive schemes, which corresponds to approximately
0.4 percent of all the shares in the Company.

The authorization shall remain in force until the close of the next Annual
General Meeting, and it cancels the authorization granted in the Annual General
Meeting of March 21, 2024, to resolve on the issuance of shares as well as the
issuance of special rights entitling to shares.

20. Closing of the meeting

Documents of the General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General
Meeting and this notice are available on Valmet's website at www.valmet.com/agm.
The Financial Statements 2024, which includes the financial statements, the
consolidated financial statements, the report of the Board of Directors
(including the sustainability report), the auditor's report and the
sustainability reporting assurance report, as well as the remuneration report
will be published and available on Valmet's website at www.valmet.com/agm at the
latest as of March 5, 2025.

The minutes of the Annual General Meeting will be available on the above
-mentioned website at the latest as of April 9, 2025.

Instructions for the participants in the Annual General Meeting

 1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date of the Annual General
Meeting March 14, 2025 in the shareholders' register of the Company held by
Euroclear Finland Oy has the right to participate in the Annual General Meeting.
A shareholder, whose shares are registered on their personal Finnish book-entry
account or equity savings account, is registered in the shareholders' register
of the Company. Changes in shareholding after the record date of the Annual
General Meeting affect neither the right to participate in the Annual General
Meeting nor the shareholder's number of votes.

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, has to register for
the meeting no later than on March 19, 2025 at 4:00 p.m. (EET) by giving a prior
notice of participation.

Registration for the Annual General Meeting will commence on February 19, 2025
at 10:00 a.m. (EET). The notice has to be received before the end of the
registration period. Such notice can be given:

(a)                    on the Company's website at www.valmet.com/agm

Electronic registration requires strong authentication of the shareholder or
his/her legal representative or the proxy representative with a Finnish, Swedish
or Danish bank ID or mobile certificate.

(b)                    by regular mail by submitting the registration and
advance voting form, which is available on the Company's website at the latest
as of February 19, 2025, or corresponding information, addressed to Innovatics
Ltd, Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland.

(c)                    by e-mail by submitting the registration and advance
voting form, which is available on the Company's website at the latest as of
February 19, 2025, or corresponding information, addressed to agm@innovatics.fi.

(d)                    by phone to +358 10 2818 909 on weekdays from 9:00 a.m.
to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

In connection with the registration, the requested information must be provided,
such as the shareholder's name, date of birth or business ID and contact
details. Any personal data provided to Valmet or Innovatics Ltd will only be
used for the purposes of the Annual General Meeting and for the processing of
related registrations.

A shareholder, their proxy representative, legal representative or assistant, if
any, shall be able to prove their identity and/or right of representation at the
Annual General Meeting.

 2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the Annual
General Meeting by virtue of such shares based on which they on the Annual
General Meeting record date March 14, 2025 would be entitled to be registered in
the shareholders' register held by Euroclear Finland Oy. The right to
participate in the Annual 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 Oy at the latest by March 21,
2025 at 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes
due registration for the Annual General Meeting. Changes in shareholding after
the record date of the Annual General Meeting affect neither the right to
participate in the Annual General Meeting nor the shareholder's number of votes.

A holder of nominee-registered shares is advised to request without delay the
necessary instructions regarding temporary registration in the shareholders'
register, the issuing of proxy documents, registration in the Annual General
Meeting and advance voting from their custodian bank.

The account management organization of the custodian bank shall register a
holder of the nominee-registered shares, who wants to participate in the Annual
General Meeting, temporarily into the shareholders' register of the Company at
the latest by the time stated above and arrange advance voting on behalf of the
holder of nominee-registered shares.

 3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their
rights at the meeting also by way of proxy representation. A proxy
representative shall provide a dated proxy document or otherwise in a reliable
manner demonstrate their right to represent the shareholder at the Annual
General Meeting. The right to represent may be demonstrated by using the
suomi.fi authorization service available on Innovatics Ltd's registration
service. More information is available at www.suomi.fi/e-authorizations.

Should a shareholder participate in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares in
different book-entry accounts or equity savings accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the Annual General Meeting.

A proxy and voting instruction template will be available on the Company's
website at www.valmet.com/agm at the latest as of February 19, 2025.

Possible proxy documents should be delivered primarily as an attachment in
connection with the electronic registration or alternatively by regular mail
addressed to Innovatics Ltd, Annual General Meeting / Valmet Oyj,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi
before the expiry of the registration period on March 19, 2025 at 4:00 p.m.
(EET), by which time the proxy documents must be received.

In addition to delivering proxy documents, a shareholder or their proxy
representative shall take care of the registration for the Annual General
Meeting and possible advance voting in the manner described in this notice.

 4. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may
vote in advance on certain agenda matters of the Annual General Meeting during
the period from February 19, 2025 at 10:00 a.m. until March 19, 2025 at 4:00
p.m. (EET).

A shareholder who has voted in advance may request information under the Finnish
Companies Act, request a vote at the Annual General Meeting or vote on a
possible counterproposal only if they are present at the Annual General Meeting
by themselves or by proxy.

Advance voting can be done in the following ways:

(a)                    on the Company's website at www.valmet.com/agm

Electronic registration and advance voting require strong authentication of the
shareholder or their legal representative or the proxy representative with a
Finnish, Swedish or Danish bank ID or mobile certificate.

(b)                    by email or regular mail

A shareholder may submit the registration and advance voting form available on
the Company's website or corresponding information to Innovatics Ltd by email
addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Ltd,
Annual General Meeting / Valmet Oyj, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland.

If a shareholder participates in the Annual General Meeting by submitting the
votes in advance, submission of the votes before the end of the registration and
advance voting period constitutes due registration for the Annual General
Meeting, provided that they contain the above-mentioned information required for
the registration. The advance votes must be received by the end of the
registration and advance voting period at the latest.

A proposal subject to advance voting is considered to have been presented
without amendments at the Annual General Meeting.

Instructions regarding the advance voting, and the terms related to the
electronic advance voting are available on the Company's website at
www.valmet.com/agm.

 5. Other instructions and information

The meeting language will be Finnish. There is simultaneous interpretation into
English at the meeting venue.

Further information on registration and advance voting is available from
Innovatics Ltd during the registration and advance voting period by telephone
from +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00
p.m. to 4:00 p.m. (EET).

A shareholder who is present at the Annual General Meeting has the right to
request information with respect to the matters to be considered at the meeting
in accordance with Chapter 5, Section 25 of the Finnish Companies Act.

The Company will arrange an opportunity for shareholders who have registered for
the meeting to follow the meeting online via a webcast. Detailed instructions on
following the webcast will be available on the Company's website
www.valmet.com/agm before the Annual General Meeting. Shareholders are asked to
take into account that following the meeting via webcast is not considered
participating in the Annual General Meeting, and that it is not possible for the
shareholders to exercise their shareholder rights in the Annual General Meeting
through the webcast. Shareholders that wish to follow the webcast can exercise
their voting rights by voting on the matter on the agenda in advance in
accordance with the instructions provided above.

On the date of this notice February 13, 2025, the total number of shares and
votes in Valmet is 184,529,605. The total amount includes 364,258 treasury
shares held by the Company. Such treasury shares held by the Company do not have
voting rights.

Espoo, February 13, 2025

VALMET OYJ

Board of Directors

Further information, please contact:

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

Pekka Rouhiainen, VP, Investor Relations, Valmet, tel. +358 10 672 0020

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 more than 225 years of industrial history and a strong track
record in continuous improvement, sustainability and renewal. Valmet's net sales
in 2024 were approximately EUR 5.4 billion.

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

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