Valmet Corporation - Notice to general meeting

Notice convening Valmet Oyj's Annual General Meeting

Valmet Oyj's stock exchange release on February 8, 2017 at 12:05 p.m. EET

Notice  is  given  to  the  shareholders  of  Valmet Oyj that the Annual General
Meeting  is to be held on Thursday, 23 March 2017 at 12:00 noon in the Hall 101
of  Messukeskus Helsinki, Messuaukio 1, 00520 Helsinki. The reception of persons
who  have registered for the meeting and the distribution of voting tickets will
commence at 11.00 a.m.

 1. Matters on the agenda of the Annual General Meeting

 2. Opening of the meeting

 3. Calling the meeting to order

 4. Election of the persons to scrutinize the minutes and to verify the counting
    of the votes

 5. Recording the legality of the meeting

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

 7. Presentation of the financial statements, the consolidated financial
    statements, the report of the Board of Directors and the Auditor's report
    for the year 2016

      * Review by the CEO

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

 9. 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, 2016 totaled  EUR
944,614,474.21, of   which   the   net   profit   for   the  year  2016 was  EUR
113,648,799.98.

The  Board of Directors proposes  that a dividend of  EUR 0.42 per share be paid
based  on the  balance sheet  to be  adopted for  the financial year which ended
December  31, 2016 and  the  remaining  part  of  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
27, 2017 are   registered  in  the  Company's  shareholders'  register  held  by
Euroclear Finland Ltd. The dividend shall be paid on April 6, 2017.

  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  Oyj'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
2018 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 EUR
60,000; and to the other members of the Board of Directors EUR 48,000 each.

Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be
paid  for each member of the Audit Committee, EUR 14,000 for the Chairman of the
Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee,
and EUR 6,000 for the Chairman of the Remuneration and HR Committee.

In  addition, the Nomination Board 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 Oyj shares from the market at a price
formed in trading at Nasdaq Helsinki's stock exchange list and that the purchase
will  be carried out within two weeks from the publication of the interim review
for the period January 1, 2017 to March 31, 2017.

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

Valmet  Oyj's Nomination Board proposes that the  number of members of the Board
of  Directors be confirmed  as seven (7)  until the close  of the Annual General
Meeting in 2018.

 12. Election of the members of the Board of Directors

Valmet  Oyj's Nomination  Board proposes  that the  following individuals be re-
elected  members  of  the  Board  of  Directors:  Mr  Bo  Risberg, Ms Lone Fønss
Schrøder,  Mr Rogerio Ziviani, Mr  Aaro Cantell, Mr Jouko  Karvinen and Ms Tarja
Tyni.  The  Nomination  Board  further  proposes  that  Ms Eriikka Söderström be
elected as the new member of the Board of Directors.

The  Nomination Board proposes that  Mr Bo Risberg be  re-elected as Chairman of
the  Board of Directors and Mr Jouko Karvinen be elected as Vice-Chairman of the
Board of Directors.

Mr  Mikael  von  Frenckell  and  Ms  Friederike  Helfer, members of the Board of
Directors  of Valmet Oyj, have informed  Valmet Oyj's Nomination Board that they
will  not be  available in  the election  of the  Board of Directors in the next
Annual General Meeting.

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  audit firm  PricewaterhouseCoopers Oy  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 Nasdaq Helsinki's 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 the 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
22, 2016 related to the repurchasing of Company's own shares.

 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  Oyj. 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 by the Board of Directors
based  on this  authorization shall  be 15,000,000 shares,  which corresponds to
approximately  10 percent of all the shares in Valmet Oyj. 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 Oyj  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 Oyj  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 percent of all  shares in the Company.
The treasury shares issued to the Company shall not be taken into account in the
limits set out in 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 incentive schemes.

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
22, 2016 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  Oyj's website at the address
www.valmet.com.  The  Annual  Report  of  Valmet  Oyj,  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  2, 2017. 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 sent
to  shareholders upon request. The Minutes of the Annual General Meeting will be
available on the above-mentioned website at the latest as of April 6, 2017.

C. Instructions for the participants in the General Meeting

 1. The right to participate and registration
Each  shareholder  who  is  registered  on  March  13, 2017 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 20, 2017 at  10:00 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 Oyj, Anne Grahn-
    Löytänen, P.O. Box 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
Oyj 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 13, 2017 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
20, 2017 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
Oyj,  Anne Grahn-Löytänen,  P.O. Box  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  8, 2017, the total  number of shares and
votes in Valmet Oyj is 149,864,619.

Espoo February 8, 2017

VALMET OYJ

Board of Directors

Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026
Calle Loikkanen, Director, Investor Relations, Valmet, tel. +358 10 672 0020



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  2016 were  approximately  EUR 2.9 billion. Our 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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