Valmet Corporation - Notice to general meeting

Change to the notice convening Valmet Corporation's Annual General Meeting

Valmet Corporation's stock exchange release on February 9, 2015 at 9:30 a.m. EET

Valmet  Corporation's Board of Directors has decided to change the starting time
of  the Annual General Meeting,  which is to be  held on Friday, 27 March 2015,
from 2:00 p.m. to 3:00 p.m.

Respectively,  the reception of persons who  have registered for the meeting and
the  distribution of voting tickets will  commence at 2:00 p.m. instead of 1:00
p.m.

Complete notice to the Annual General Meeting is the following:

Notice convening Valmet Corporation's Annual General Meeting

Notice  is  given  to  the  shareholders  of  Valmet Corporation that the Annual
General Meeting is to be held on Friday, March 27, 2015 at 3:00 p.m. in the Hall
A  of  Finlandia  Hall,  Mannerheimintie  13 e, 00100 Helsinki. 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 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 and  the Auditor's report for
the year 2014

-          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  December  31, 2014 totalled  EUR
904,322,050.83 of which the net profit for the year 2014 was EUR 3,818,389.61.

The  Board of Directors proposes  that a dividend of  EUR 0,25 per share be paid
based  on the  balance sheet  to be  adopted for  the financial year which ended
December  31, 2014 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 March
31, 2015 are   registered  in  the  Company's  shareholders'  register  held  by
Euroclear Finland Ltd. The dividend shall be paid on April 10, 2015.

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

Valmet  Corporation's Nomination  Board proposes  to the  Annual General Meeting
that  the members of the Board of Directors  to be elected by the Annual General
Meeting  for a term of office ending at the end of the Annual General Meeting of
the year 2016 be paid the following annual remunerations: 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.

The Nomination Board 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.

The Nomination Board proposes to the Annual General Meeting that, as a condition
for  the annual remuneration, the members of  the Board of Directors be obliged,
directly based on the General Meeting's decision, to use 40 percent 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 January 1 to March 31, 2015.

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

Valmet Corporation's Nomination Board proposes that the number of members of the
Board of Directors be confirmed as seven (7).

12.  Election of the members of the Board of Directors

Valmet Corporation's Nomination Board proposes that the following individuals be
re-elected  members of the Board of Directors:  Mr Mikael von Frenckell, Ms Lone
Fønss  Schrøder, Ms Friederike Helfer, Mr Pekka Lundmark, Mr Erkki Pehu-Lehtonen
and Mr Rogerio Ziviani. The Nomination Board further proposes that Mr Bo Risberg
be elected as a new member of the Board of Directors.

The  Nomination Board proposes that Mr Bo  Risberg be elected as Chairman of the
Board  of Directors and  Mr Mikael von  Frenckell re-elected 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.

The  Nomination Board notes that a  personnel representative will participate as
an  invited expert in meetings of the  Board of Directors within the limitations
imposed  by the Finnish Act on the Administration of Undertakings. The new Board
of  Directors will invite the personnel representative to its organising meeting
as its external expert 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.  PricewaterhouseCooper  Oy  has  stated that Mr Jouko
Malinen, APA, will act as responsible auditor.

15.  Authorising the Board of Directors to decide on the repurchase of company's
own shares

The  Board  of  Directors  proposes  that  it  be  authorised  to  decide on the
repurchase  of  company's  own  shares  in  one or several tranches. The maximum
number of shares to be repurchased shall be 10,000,000 shares, which corresponds
to  approximately 6.7 percent  of all  the shares  in the Company. Company's own
shares  may be repurchased otherwise than  in proportion to the shareholdings of
the  shareholders (directed repurchase). Company's own shares may be repurchased
using  the unrestricted equity of  the Company at a  price formed on a regulated
market  on the  main list  of the  Helsinki Stock  Exchange on  the date  of the
repurchase.

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 in an incentive scheme.

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

The  authorisation shall remain in force  until the next Annual General Meeting,
and  it cancels the authorisation granted in the Annual General Meeting of March
26, 2014 related  to  the  repurchasing  of  company's  own shares and/or taking
company's own shares as pledge.

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 proposes that it be authorised to decide on the issuance
of shares as well as the issuance of special rights entitling to shares pursuant
to  Chapter  10(1) of  the  Finnish  Limited  Liability  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 Corporation. Based on
this  authorisation, the Board of Directors may decide 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 Limited
Liability Companies Act.

The maximum number of new shares which may be issued shall be 15,000,000 shares,
which  corresponds  to  approximately  10 percent  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 percent 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  for
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 percent 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 10,000,000shares  when  combined  with  the  number  of  shares  repurchased  based  on an
authorisation.  Such  number  corresponds  to  approximately  6.7 percent 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  Board of Directors may resolve on all other terms of the issuance of shares
and  special rights entitling to shares pursuant to Chapter 10(1) of the Finnish
Limited  Liability Companies  Act. The  Company may  use this authorisation, 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.

The  authorisation shall remain in force  until the next Annual General Meeting,
and  it cancels the authorisation granted in the Annual General Meeting of March
26, 2014 to  decide on the issuance of shares as well as the issuance of special
rights entitling to shares.

17.  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  March  6, 2015. 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 April 10, 2015.

C. Instructions for the participants in the General Meeting

1.    The right to participate and registration

Each  shareholder  who  is  registered  on  March  17, 2015 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 March 24, 2015 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 +358 20 770 6884 (on  weekdays between 9:00 a.m.
and 4:00 p.m.);

c) by telefax to the number +358 10 672 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  March 17, 2015 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 March
24, 2015 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  temporary  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 February  9, 2015, the total  number of shares and
votes in Valmet Corporation is 149,864,619.



Espoo February 9, 2015

VALMET CORPORATION

Board of Directors




Further information, please contact:
Rasmus Oksala, General Counsel, Valmet Corporation, tel. +358 10 672 0026
Hanna-Maria Heikkinen, Vice President, Investor Relations, Valmet Corporation,
tel +358 10 672 0007



Valmet Corporation is a leading global developer and supplier of services and
technologies for the pulp, paper and energy industries. Our 10,500 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.

Valmet's net sales in 2014 were approximately EUR 2.5 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

Follow Valmet IR in Twitter www.twitter.com/valmetir


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