Notice convening the Annual General Meeting

Notice convening the Annual General Meeting

Valmet Oyj's stock exchange release on March 2, 2021 at 11:40 a.m. EET

The Annual General Meeting of Valmet Oyj is to be held on Tuesday, March 23, 2021 at 1:00 p.m. at the office of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, FI-00130, Helsinki, Finland.

It will not be possible to participate in the meeting in person at the meeting venue. The Company’s shareholders can participate in the General Meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided in Section C. Instructions for the participants in the General Meeting.

Due to the coronavirus pandemic, the Company’s Board of Directors has decided to adopt the exceptional meeting procedure provided for in the so-called temporary act 677/2020, which temporarily deviates from some of the provisions of the Finnish Limited Liability Companies Act. The Board of Directors has decided to take the measures permitted by the temporary act in order to hold the General Meeting in a predictable manner while also taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.

It will not be possible to participate in the meeting at the meeting venue in person, but shareholders who have registered for the meeting may follow the meeting online via a webcast. Instructions on following the webcast are available on the Company’s website www.valmet.com/agm. Shareholders are asked to take into account that only following the meeting via webcast is not considered as official participation in the General Meeting and that it does not make it possible for the shareholders to exercise their rights in the General Meeting.

On February 4, 2021, the Company published a notice convening the Annual General Meeting, which notice the Company cancelled on March 2, 2021. Registrations made or advance votes given based on the previous notice are not valid in the Annual General Meeting convened by this notice. Shareholders who wish to participate in the Annual General Meeting convened by this notice, must act in accordance with the instructions provided in this notice in Section C. Instructions for the participants in the General Meeting. The proposals by the Board of Directors and the Shareholders’ Nomination Board included in this notice correspond to those included in the previous notice.

1. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting
2. Calling the meeting to order

Attorney Pekka Jaatinen will serve as the chairperson of the meeting.

If Pekka Jaatinen is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint a person they deem most suitable to serve as the chairperson.

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

The Company’s General Counsel Rasmus Oksala will serve as the person to scrutinise the minutes and to verify the counting of the votes.

If Rasmus Oksala is prevented from serving as the person to scrutinise the minutes and to verify the counting of the votes, the Board of Directors will appoint a person they deem most suitable to serve in said role.

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

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5(6 and 6 a) of the Finnish Limited Liability Companies Act will be deemed shareholders participating in the meeting.

The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

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 2020

The Company’s Annual Report, which includes the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report for the year 2020, has been published on February 23, 2021 and is available on the Company’s website.

As participation in the General Meeting is possible only by voting in advance, the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report for the year 2020 shall be deemed to have been presented to the General Meeting.

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, 2020 totalled EUR 1,225,703,224.57, of which the net profit for the year 2020 was EUR 186,455,188.79.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.90 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2020 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 25, 2021 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 7, 2021.

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

The Company’s remuneration report for governing bodies has been published on February 23, 2021 and is available on the Company’s website.

As participation in the General Meeting is possible only by voting in advance, the remuneration report shall be deemed to have been presented to the General Meeting for an advisory approval.

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

Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2022 be increased and as follows:

• EUR 118,000 for the Chairman of the Board (2020: 115,000),
• EUR 70,000 for the Vice-Chairman of the Board (2020: 67,500),
• EUR 56,000 for a Board member (2020: 54,000).

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 a meeting fee in the amount of EUR 750 (2020: EUR 700) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 (2020: EUR 1,400) for those members whose place of residence is elsewhere in Europe and EUR 3,000 (2020: EUR 2,800) 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.

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 decision to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed on a regulated market on the main list of Nasdaq 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, 2021.

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

Valmet Oyj’s 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 2022 will be eight.

13. Election of the members of the Board of Directors

Valmet Oyj’s Nomination Board proposes to the Annual General Meeting that:

• Aaro Cantell, Pekka Kemppainen, Monika Maurer, Mikael Mäkinen, Eriikka Söderström, Tarja Tyni and Rogerio Ziviani are re-elected as Board members,
• Per Lindberg is elected as a new Board member, and
• Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro Cantell re-elected as the Vice-Chairman of the Board.

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 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 audit firm PricewaterhouseCoopers Oy be re-elected Auditor of the Company. PricewaterhouseCoopers Oy has stated that Mr Pasi Karppinen, APA, will act as the responsible auditor.

16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company’s own shares in one or several tranches. The maximum number of shares to be repurchased shall be 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the Company. Based on the authorisation, 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 stock exchange main list maintained by Nasdaq Helsinki Ltd on the date of the repurchase.

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 in an incentive scheme, however so that a maximum of 500,000 shares may be repurchased to be used in an incentive scheme, which corresponds to approximately 0.3 percent of all the shares in the Company.

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

The authorisation shall remain in force until the close of the next Annual General Meeting, and it cancels the authorisation granted in the Annual General Meeting of June 16, 2020 related to the repurchasing of the Company’s own shares.

17. Authorising the Board of Directors to decide 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 authorise the Board of Directors 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 also 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.

Based on this authorisation, a maximum number of 15,000,000 shares may be issued, which corresponds to approximately 10.0 percent of all the shares in Valmet Oyj.

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

The Board of Directors may decide 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 Board of Directors 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, however so that the Board of Directors may issue a maximum of 500,000 shares to be used in incentive schemes, which corresponds to approximately 0.3 percent of all the shares in the Company.

The authorisation shall remain in force until the close of the next Annual General Meeting, and it cancels the authorisation granted in the Annual General Meeting of June 16, 2020 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.

18. Closing of the meeting

2. Documents of the General Meeting

This notice, which includes the proposals for decisions on the matters on the agenda of the General Meeting, is available on Valmet Oyj’s website at the address www.valmet.com/agm. 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, as well as the remuneration report for governing bodies are available on the above-mentioned website. Copies of this notice and other above-mentioned documents 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, 2021.

3. Instructions for the participants in the General Meeting

It will not be possible to participate in the meeting in person at the meeting venue. The Company’s shareholders can participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance in accordance with the instructions provided below.

1. The right to participate, registration and advance voting

Each shareholder who is registered on the record date of the General Meeting, March 11, 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.

Shareholders can participate in the General Meeting only by voting in advance either in person or by way of a proxy representative. Further information on using a proxy representative is provided in Subsection 3.

The registration and advance voting will begin on March 8, 2021, when the deadline for counterproposals to be put for a vote, as set out in Subsection 4, has expired. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting by voting in advance, has to register for the meeting and vote in advance no later than on March 16, 2021 at 4:00 p.m. by which time the registration and votes must have been received.

Shareholders with a Finnish book-entry account can register for the meeting and vote in advance on certain matters on the agenda of the General Meeting between March 8, 2021 at 12 noon and March 16, 2021 4:00 p.m. The registration and advance voting can take place:

1. 1. Via the Company’s website at the address www.valmet.com/agm

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

1. 2. By email or mail

Shareholders may send the advance voting form available on the Company’s website 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 registration and advance voting, the requested information, such as the shareholder’s name, personal identification number or business identity code, address, 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 Oyj or Euroclear Finland Oy by shareholders is used only in connection with the Annual General Meeting and with the processing of related registrations.

The instructions relating to the advance voting may be found the Company’s website www.valmet.com/agm.

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 11, 2021 would be entitled to be registered in the shareholders’ register of the Company 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 March 18, 2021 at 10:00 a.m. 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 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 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 General Meeting by way of proxy representation.

A shareholder can authorize a proxy representative designated by the Company to represent the shareholder in the meeting. The proxy representative is attorney Teresa Kauppila of Castrén & Snellman Attorneys Ltd, or a person appointed by her. Detailed instructions for authorizing the proxy representative designated by the Company together with a model proxy document including voting instructions is available on the Company’s website www.valmet.com/agm at the latest when the advance voting starts. Authorising the designated proxy representative will not accrue any costs for the shareholder, excluding possible delivery fees of the proxy document and related material. Further information about the designated proxy representative is available at https://www.castren.fi/people/teresa-kauppila/.

A shareholder may also authorise another proxy representative. 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 are requested to be delivered by email to the address anne.grahn-loytanen@valmet.com before the end of the registration period on March 16, 2021 at 4:00 p.m., by which time the proxy documents must have been received.

Submitting to the Company a proxy document before the end of registration and advance voting period constitutes due registration for the General Meeting, provided that it includes the information required for registration listed above. The shareholder’s proxy representative must vote in advance as set forth in Subsection 1. However, submitting to the Company a model proxy document available on the Company’s website which is addressed to the proxy representative designated by the Company before the end of the registration and advance voting period constitutes due registration for the General Meeting and due advance voting, provided that it includes the information and voting instructions requested in the model proxy document.

4. Other information

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. Instructions on following the webcast are available on the Company’s website www.valmet.com/agm. Shareholders are asked to take into account that only following the meeting via webcast is not considered as official participation in the General Meeting and that it does not make possible for shareholders to exercise their rights in the General Meeting.

Shareholders who hold at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. The counterproposals must be delivered to the Company by email to anne.grahn-loytanen@valmet.com no later than on March 5, 2021 at 4:00 p.m. In connection with the counterproposal, the shareholders must present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The Company will publish the counterproposals eligible for voting on the Company’s website no later than on March 8, 2021.

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5(25) of the Finnish Limited Liability Companies Act by email to the address ir@valmet.com no later than on March 10, 2021 at 4:00 p.m. Finnish time. The Company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on the Company’s website www.valmet.com/agm on March 12, 2021 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the Company.

On the date of this notice March 2, 2021, the total number of shares and votes in Valmet Oyj is 149,864,619. On the date of this notice, Valmet Oyj holds a total of 473,643 treasury shares. Pursuant to the Finnish Limited Liability Companies Act, shares held by the company or its subsidiary do not entitle to participation in the General Meeting.

Espoo March 2, 2021

VALMET OYJ

Board of Directors

Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Pekka Rouhiainen, 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 2020 were approximately EUR 3.7 billion. Our 14,000 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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