Extraordinary General Meeting 2021

Important Notice

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These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Meeting materials

• Decisions taken by the Extraordinary General Meeting
• Minutes of the Extraordinary General Meeting
• Notice convening the Extraordinary General Meeting
• Meeting agenda
• Proposals of the Board of Directors
• Introduction of proposed Board members 
• Merger plan (Valmet’s stock exhange release on July 2, 2021)
• Documents to be kept available pursuant to the Companies Act
• Merger Prospectus and related documents
• President and CEO Pasi Laine's presentation at the Extraordinary General Meeting
• President and CEO Pasi Laine's presentation about the proposed merger (Presentation at the press conference on July 2, 2021). The presentation is not a part of the General Meeting and is in English with Finnish subtitles. 

Instructions

• Instructions for the participants in the Extraordinary General Meeting
• Advance voting
• Holders of nominee registered shares
• Representation by proxy and proxy templates
• Webcast
• Advance questions 
• Important dates
• Privacy statements

Decisions taken by the Extraordinary General Meeting

Resolution on the merger

The General Meeting approved the merger of Neles Corporation (“Neles”) into Valmet through a statutory absorption merger under the Finnish Companies Act (624/2006, as amended) in accordance with the merger plan (the “Merger”) signed by the Boards of Directors of Valmet and Neles on July 2, 2021 (the “Merger Plan”) and approved the Merger Plan. The Merger as a whole and the resolution of the General Meeting including the resolutions concerning the amendment of the Articles of Association of Valmet, issuance of new shares in Valmet as Merger Consideration (as defined below), increase of share capital of Valmet, the number of members, composition and remuneration of the Board of Directors of Valmet and the temporary deviation from the Charter of Valmet’s Shareholders' Nomination Board are conditional upon and will become effective upon the registration of the execution of the Merger.

i. Amendment of the Articles of Association

The General Meeting resolved, conditionally upon the completion of the Merger, to amend the articles of association of Valmet in accordance with the Merger Plan. The amended articles of association are included in full as an appendix of this release.

ii. Merger consideration

The General Meeting resolved in accordance with the proposal of the Board of Directors to issue the shareholders of Neles as merger consideration 0.3277 new shares in Valmet for each share they hold in Neles (“Merger Consideration”).

In case the number of shares received by a shareholder of Neles as Merger Consideration (per each individual book-entry account) is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares in Valmet shall be aggregated and sold in public trading on Nasdaq Helsinki Ltd and the proceeds shall be distributed to shareholders of Neles entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Valmet.

The final total number of shares in Valmet to be issued as Merger Consideration shall be determined on the basis of the number of shares in Neles held by shareholders of Neles, other than Neles itself and Valmet, at the end of the trading day preceding the execution of the Merger. Such total number of shares to be issued as Merger Consideration shall be rounded down to the nearest full share.

The final total amount of Merger Consideration may be affected by, among others, any change concerning the number of shares issued by and outstanding in Neles or held by Neles as treasury shares, e.g., Neles transferring existing treasury shares in accordance with existing share-based incentive plans, prior to the date of registration of the execution of the Merger with the Finnish Trade Register (the “Effective Date”).

iii. Increase of share capital

The General Meeting resolved in accordance with the proposal of the Board of Directors to increase the share capital of Valmet by EUR 40,000,000, in connection with the registration of the execution of the Merger.

iv. Number of members of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of Directors that the number of members of the Board of Directors of Valmet, including the Chairman and Vice Chairman of the Board of Directors, shall be eight (8).

v. Composition of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of Directors that Aaro Cantell, Pekka Kemppainen, Monika Maurer, Eriikka Söderström and Per Lindberg, each a current member of the Board of Directors of Valmet, are conditionally elected to continue to serve on the Board of Directors of Valmet, and that Anu Hämäläinen, a current member of the Board of Directors of Neles, is conditionally elected as a new member of the Board of Directors of Valmet, that Mikael Mäkinen, current Chairman of the Board of Directors of Valmet, is conditionally elected as Chairman of the Board of Directors of Valmet and that Jaakko Eskola, current Chairman of the Board of Directors of Neles, is conditionally elected as Vice Chairman of the Board of Directors of Valmet, each for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of Valmet following the Effective Date.

The term of the currently serving members of the Board of Directors not conditionally elected to continue in the Board of Directors of Valmet for the term commencing on the Effective Date shall end on the Effective Date.

vi. Remuneration of members of the Board of Directors

The General Meeting resolved in accordance with the proposal of the Board of Directors that in line with the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on March 23, 2021, the members of the Board of Directors of Valmet conditionally elected for the term commencing on the Effective Date and expiring at the end of the first Annual General Meeting of Valmet following the Effective Date will be paid annual fees as follows:

• EUR 118,000 for the Chairman of the Board;
• EUR 70,000 for the Vice Chairman of the Board; and
• EUR 56,000 for a Board member.

In line with the resolutions of the Annual General Meeting of Valmet held on March 23, 2021, a base fee of EUR 7,000 will 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 line with the resolutions of the Annual General Meeting of Valmet held on March 23, 2021, the new members of the Board of Directors will be paid a meeting fee of EUR 750 per meeting in addition to the fixed annual fee for those new members whose place of residence is in Nordic countries, EUR 1,500 for those new members whose place of residence is elsewhere in Europe and EUR 3,000 for those new 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 new Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 will be paid to new Board members. Further, a meeting fee of EUR 1,500 will be paid to new Board members for a Board travel meeting.

The annual remuneration of the new Board members elected hereunder shall be paid in proportion to the length of their term in office.

Otherwise, the resolutions on Board remuneration made by the Annual General Meeting of Valmet held on March 23, 2021 shall remain in force unaffected.

vii. Temporary deviation from Charter of Shareholders’ Nomination Board

The General Meeting resolved in accordance with the proposal of the Board of Directors that a temporary deviation is made from the Charter of Shareholders’ Nomination Board to the effect that the composition of the Shareholders' Nomination Board will be amended after the Effective Date and the right to nominate representatives to the Shareholders’ Nomination Board following the Effective Date shall be vested with the shareholders having the largest share of the votes represented by all the shares in Valmet on the first business day following the Effective Date, provided that the Effective Date occurs no less than four (4) months prior to the planned date of the next Annual General Meeting of Valmet.

Other Information

The execution of the Merger is still subject to, inter alia, obtaining necessary merger control approvals by the relevant competition authorities. The planned Effective Date of the Merger is January 1, 2022. The planned Effective Date may change, and the actual Effective Date may be earlier or later than the above-mentioned date.

The proposed resolutions formed an entirety that required the adoption of all its individual items (including items (i)-(vii)) by a single resolution. The General Meeting could only approve or reject the proposed resolutions but not amend them.

The minutes of the General Meeting will be available on Valmet’s website as of October 6, 2021 at the latest. A recording of the presentation of the Merger held by President and CEO Pasi Laine will be available on Valmet’s website after the General Meeting.

Neles has today, on September 22, 2021, published a stock exchange release regarding the resolutions taken by its Extraordinary General Meeting. Neles’ Extraordinary General Meeting today approved the Merger Plan and resolved on Neles’ merger with Valmet.

Instructions for the participants in the Extraordinary General Meeting

Registration for the Extraordinary General Meeting and advance voting has ended on September 16, 2021 at 16.00 p.m. EEST.

Each shareholder who is registered on the record date of the General Meeting September 10, 2021 in the shareholders’ register of the Company held by Euroclear Finland Oy 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, shall register for the meeting no later than on September 16, 2021 at 4 p.m. (Finnish time) by giving a prior notice of participation. The notice must be received by the Company before the end of the registration period.

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 and the personal identification number of the proxy representative or statutory representative. When using the proxy representative designated by the Company a shareholder shall notify the identification code for such representative instead of the personal identification number as further instructed in the proxy document.

In addition, a shareholder is requested to confirm whether he/she intends to participate in the meeting at the meeting venue in person or by representative other than proxy representative designated by the Company. The personal data given to Valmet by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

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

Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the General Meeting during the time period from August 13, 2021 at 10 a.m. (Finnish time) until September 16, 2021 at 4 p.m (Finnish time).

Unless a shareholder voting in advance will be present in the General Meeting in person or by way of proxy representation, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote and if decision proposals regarding certain agenda items have changed after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted.

Advance voting can take place:

a)   Electronically upon registration

The shareholder must first register to the Annual General Meeting. The advance voting section can be found in the same registration portal, and the voting can be done when registering, or the shareholder can return to vote later through the same link.

If the shareholder is an individual, advance voting requires strong electronic authentication with a Finnish bank ID or Finnish mobile certificate. Shareholders who are legal persons can vote in advance by using their business ID and book-entry account number.

b)   By email or mail with the advance voting form

Shareholders may send the advance voting form or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu or by mail to the address Euroclear Finland Oy, Yhtiökokous / Valmet Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland.

If a shareholder participates in the General Meeting by submitting advance votes to Euroclear Finland Oy, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the meeting, provided that the information required for registration and advance voting listed below has been given.

In connection with the advance voting, the requested information, such as the shareholder’s name, personal identification number or business identity code, address and telephone number and the name of a possible proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative, must be given.

The personal data given to Valmet or Euroclear Finland Oy by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

Advance voting form in English

Advance voting form in Finnish

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 September 10, 2021 would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. 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 Oy at the latest by September 17, 2021 at 10 a.m. (Finnish time). As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding registration in the temporary shareholders’ register, the issuing of proxy documents and registration in the General Meeting from his/her 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 General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.

Representation by proxy and proxy templates

A shareholder who has registered for the meeting may participate in and exercise his/her rights at the General Meeting by way of proxy representation.

A shareholder can use the proxy service provided by the Company free of charge and authorize a proxy representative designated by the Company to represent the shareholder in the meeting in accordance with the shareholder’s voting instructions. The proxy representative designated by the Company is attorney-at-law Jon Termonen from Hannes Snellman Attorneys Ltd or a person appointed by him. Further information about the designated proxy representative is available at https://www.hannessnellman.com/people/all/jon-termonen/.

Proxy document with voting instructions for the proxy representative designated by the Company (English)

Proxy document with voting instructions for the proxy representative designated by the Company (Finnish)

A shareholder may also authorize another proxy representative. The proxy representative is required to produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

Proxy template with voting instructions for another proxy representative (English)
Proxy template with voting instructions for another proxy representative (Finnish)

If 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 notified in connection with registration, and they are requested to be delivered completed and signed by email to the address anne.grahn-loytanen@valmet.com before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.

Webcast

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast.

To be able to view the webcast, the shareholder must first register to the Annual General Meeting. The registration for the webcast can be found in the same registration portal.

Shareholders who have registered to follow the webcast will receive a link and a password for the webcast to their email adress.

Link to webcast

Shareholders are asked to take into account that following the meeting via webcast is not considered as participation in the General Meeting and that it does not make possible for shareholders to exercise their rights in the General Meeting through the webcast.

Advance questions

The Company offered shareholders the possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The questions were to be submitted by email to the address ir@valmet.com by September 8, 2021 at 10 a.m. (Finnish time). No questions were received.

Such advance questions do not constitute information requests pursuant to Chapter 5, Section 25 of the Finnish Companies Act but the Company will seek to address the questions on this site by September 13, 2021 and during the meeting to the extent possible.

Important dates

Documents to be kept available pursuant to the Companies Act

Valmet

Merger Plan

Valmet Oyj - Statement by the Board of Directors on material events

Valmet Oyj Auditor's statement on merger plan

Valmet Oyj Minutes from the AGM 2021

Valmet Oyj H1 Financial review 2021

Valmet Oyj Interim report Q1 2021

Valmet Oyj Financial statements 2020

Valmet Oyj Financial statements 2019

Valmet Oyj Financial statements 2018

Neles

Neles Oyj - Statement by the Board of Directors on material events

Neles Oyj Auditor's statement on merger plan

Neles Oyj Minutes of the AGM 2021

Neles Oyj H1 Financial review 2021

Neles Oyj Interim report Q1 2021

Neles Oyj Annual report 2020

Neles Oyj Financial statements review 2020

Neles Oyj Financial review 2019

Neles Oyj Financial statements review 2019

Neles Oyj Financial review 2018

Neles Oyj Financial statements review 2018

Privacy statement

The data is controlled and processed by Valmet Oyj for the registration to the Extraordinary General Meeting 2021. The legal basis for the processing is legitimate interests pursued by the controller in organizing the meeting. The technical provider of the registration system is Euroclear Finland Ltd. The data is stored in the EU and it will be stored for five years.

Valmet will support the applicable data subject’s rights. These include their rights of access to, rectification of, or restriction of processing concerning the data subject, or to object to processing. The data subject has the right to lodge a complaint with a data protection authority.

If you have any questions about the privacy, please contact the Valmet Data Privacy Officer via the Privacy Web Form.

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In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Valmet will seek to keep the General Meeting as short as possible and to limit the number of participants. The participation of the members of the Company’s Board of Directors and Executive Team will be kept to a minimum.

For the same reason, the Company respectfully requests that its shareholders give serious consideration to whether it is necessary for them to participate in the General Meeting at the meeting venue in person or represented by a representative other than the proxy representative designated by the Company. Shareholders are advised to primarily follow the meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company.

No catering will be arranged in connection with the meeting.