Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors

Decisions taken by Valmet Oyj’s Annual General Meeting and the organizing meeting of the Board of Directors

Valmet Oyj’s stock exchange release on March 25, 2026 at 16:50 p.m. EET

The Annual General Meeting of Valmet Oyj (“Valmet” or the “Company”) was held in Helsinki today on March 25, 2026. The Annual General Meeting adopted the Financial Statements for 2025 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2025. The Annual General Meeting adopted the remuneration report for governing bodies, for which the decision is advisory. The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the Company’s own shares and on the issuance of shares and special rights entitling to shares.

Dividend payment

The Annual General Meeting decided to pay a dividend of EUR 1.35 per share for the financial year which ended on December 31, 2025.

The dividend will be paid in two instalments. The first instalment of EUR 0.68 per share will be paid to shareholders who on the dividend record date March 27, 2026, are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend will be paid on April 9, 2026.

The second instalment of EUR 0.67 per share will be paid in October 2026. The second instalment will 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 record date and payment date will be resolved by the Board of Directors in its meeting preliminarily scheduled for September 29, 2026. The dividend record date for the second instalment would then be October 1, 2026, and the dividend payment date October 7, 2026.

Composition of the Board of Directors

The Annual General Meeting confirmed the number of Board members as eight (8) and re-elected Pekka Vauramo as Chair of Valmet Oyj’s Board and Annika Paasikivi as Vice-Chair. Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer, Bernd Eikens and Jonas Gustavsson were re-elected as Board members. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2027.

Remuneration of the members of the Board of Directors

The Annual General Meeting decided that the annual remuneration payable to the members of the Board will be as follows: to the Chair of the Board of Directors EUR 163,000; to the Vice-Chair of the Board of Directors EUR 90,000; and to the other members of the Board of Directors EUR 71,000 each.

Furthermore, the Annual General Meeting decided that a base fee of EUR 7,800 will be paid for a member of the Audit Committee, EUR 17,800 for the Chair of the Audit Committee, EUR 4,500 for a member of the People and Remuneration Committee, and EUR 9,000 for the Chair of the People and Remuneration Commitee.

In addition, a meeting fee in the amount of EUR 1,000 will be paid for members whose place of residence is in Nordic countries, EUR 1,800 for members whose place of residence is elsewhere in Europe and EUR 3,500 for 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, a meeting fee of EUR 1,000 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,800 shall be paid to Board members for a Board travel meeting.

The Annual General Meeting resolved 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, 2026.

Auditor

The Annual General Meeting elected Authorised Public Accountants PricewaterhouseCoopers Oy as the Auditor of the Company for a term expiring at the end of the Annual General Meeting 2027. Pasi Karppinen, Authorised Public Accountant (KHT) will act as the responsible auditor. PricewaterhouseCoopers Oy was also elected as the Sustainability Reporting Assurance Provider of the Company, and Pasi Karppinen (Authorized Sustainability Auditor) will act as the responsible sustainability auditor.

The remuneration to the Auditor and Sustainability Reporting Assurance Provider will be paid in accordance with their invoice and the principles approved by the Audit Committee.

Authorization to resolve on the repurchase of the Company’s own shares

The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of a maximum number of 9,200,000 of the Company’s own shares in one or several tranches, corresponding 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 authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting related to the repurchase of the Company’s own shares.

Authorization to decide on the issuance of shares and special rights entitling to shares

The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares 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 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 Companies Act. Based on this authorization, a maximum number of 18,500,000 shares may be issued, corresponding to approximately 10.0 percent of all the shares in Valmet.

The authorization shall remain in force until the close of the next Annual General Meeting, and it cancels the authorization granted in the previous Annual General Meeting to decide on the issuance of shares and special rights entitling to shares.

Amending the Charter of the Nomination Board

The Annual General meeting decided to amend the Charter of the Nomination Board to be changed by setting the date for determining the shareholders qualified to appoint members for the Nomination Board to June 1, and other relevant dates to be changed accordingly.

The minutes of the Annual General Meeting

Advance voting was held for matters 7-20 on the agenda of the Annual General Meeting. The detailed results of the advanced voting are recorded in the minutes of the meeting. The minutes of the Annual General Meeting will be available on the Company’s website as of April 8, 2026 the latest.

Decisions of the organizing meeting of the Board of Directors

The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the Company. With the exception of Annareetta Lumme-Timonen and Annika Paasikivi, the board members are independent of the Company's significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.

In its organizing meeting, the Board of Directors elected the members of the Audit Committee and the People and Remuneration Comittee from amongst its members.

The members of the Audit Committee are Anu Hämäläinen (Chair), Bernd Eikens, Pekka Kemppainen and Annareetta Lumme-Timonen.

The members of the People and Remuneration Committee are Annika Paasikivi (Chair), Jonas Gustavsson, Monika Maurer and Pekka Vauramo.

Personnel representation

The Board of Directors decided to invite Juha Pöllänen to participate in the Board of Directors meetings as the personnel representative elected by Valmet’s personnel groups in Finland. The personnel representative will participate in the meetings of Valmet’s Board of Directors as an invited expert, and his term of office is the same as the Board members’ term.

Further information:

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 is a global technology leader in serving process industries. We work with our customers throughout the lifecycle, delivering cutting-edge technologies and services, as well as mission-critical automation and flow control solutions. Backed by more than 225 years of industrial experience and a global team of 18,500 professionals close to customers, we are uniquely positioned to transform industries toward a regenerative tomorrow.

In 2025, Valmet’s net sales totaled approximately EUR 5.2 billion. Our head office is in Espoo, Finland, and we have experts in approximately 40 countries around the world. Valmet’s shares are listed on Nasdaq Helsinki.

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