The Shareholders' Nomination Board of Valmet proposes the composition and remuneration of the Board of Directors as well as amending the charter of the Shareholders' Nomination Board

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Dec 19, 2025, 08:31 ET

Valmet Oyj's stock exchange release on December 19, 2025 at 3:00 p.m. EET

ESPOO, Finland, Dec. 19, 2025 /PRNewswire/ --

Proposal for the composition of the Board of Directors: no changes to current members and roles

The shareholders' Nomination Board of Valmet proposes to the next Annual General Meeting, which is planned to be held on March 25, 2026, that the Board of Directors consists of eight members for the term expiring at the close of the Annual General Meeting 2027, and that

Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer, Annika Paasikivi, Pekka Vauramo, Bernd Eikens and Jonas Gustavsson are re-elected as Board members, and
Pekka Vauramo be re-elected as the Chair of the Board and Annika Paasikivi be re-elected as the Vice-Chair of the Board.

If any nominee becomes unavailable, the Board size will be reduced accordingly and the remaining nominees will be elected as proposed. The Nomination Board can also update its proposal for the composition of the Board of Directors.

The Nomination Board recommends that shareholders vote on the proposal as a whole at the Annual General Meeting.

The Nomination Board has assessed and concluded that all proposed members are independent of Valmet as of the time of the proposal. All proposed members are also independent of significant shareholders, with the exception of Annareetta Lumme-Timonen (Investment Director, Solidium Oy) and Annika Paasikivi (Executive Chair of the Board, Oras Invest Oy).

The Nomination Board notes that the Board elected by the Annual General Meeting will separately evaluate the independence of the Board members. Valmet complies with the Finnish Corporate Governance Code in defining the independence of the Board members.

The proposed members of the Board of Directors are presented on Valmet's website (https://www.valmet.com).

Proposal for the remuneration of the Board of Directors

The 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 2027 be increased and as follows:

EUR 163,000 for the Chair of the Board (2025: EUR 155,000),
EUR 90,000 for the Vice-Chair of the Board (2025: EUR 85,500), and
EUR 71,000 for a Board member (2025: EUR 68,000).

Furthermore, the Nomination Board proposes that a base fee of EUR 7,800 (2025: EUR 7,300) shall be paid for each member of the Audit Committee, EUR 17,800 (2025: EUR 16,700) for the Chair of the Audit Committee, EUR 4,500 (2025: EUR 4,200) for each member of the Remuneration and HR Committee, and EUR 9,000 (2025: EUR 8,500) for the Chair of the Remuneration and HR Committee.

In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 1,000 (2025: EUR 750) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,800 (2025: EUR 1,500) for those members whose place of residence is elsewhere in Europe and EUR 3,500 (2025: EUR 3,000) 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 1,000 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,800 shall be paid to Board members for a Board travel meeting, including the meetings of the committees of the Board of Directors.

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 resolution to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj 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.

Proposal for amending the Charter of the Nomination Board

The Nomination Board proposes to the next Annual General Meeting, that the Annual General Meeting approves the Charter of the Nomination Board attached to the proposal.

The Charter for the Nomination Board provides that the date for determining the shareholders qualified to appoint members for the Nomination Board is July 1^st. The Nomination Board has concluded that to improve the nomination process it is advantageous to set an earlier date for such determination, and proposes to change the Charter of the Nomination Board to set such date for June 1 with other relevant dates to be changed accordingly as set out in the attached Charter-proposal.

The Nomination Board

Markus Melkko (President and CEO, Oras Invest Ltd.) acted as the Chair of the Nomination Board. The other members of the Nomination Board were Toni Nurmi (Investment manager, Solidium Oy), Markus Aho (Deputy CEO, Chief Investment Officer, Varma Mutual Pension Insurance Company) and Mikko Mursula (CEO, Ilmarinen Mutual Pension Insurance Company). Pekka Vauramo, Chair of Valmet's Board of Directors, served as the Nomination Board's expert member.

In accordance with its charter, the Nomination Board shall submit its proposals to the Board of Directors of the Company at the latest on January 31. Valmet's Board of Directors will include these proposals into the notice of the Annual General Meeting 2026, which is estimated to be published on February 6, 2026.

APPENDIX 1: Charter of the Nomination Board

Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830

VALMET

Katri Hokkanen
CFO

Pekka Rouhiainen
VP, Investor Relations

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.valmet.com

Valmet is a global technology leader serving process industries. We work together with our customers throughout the entire 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 over 19,000 professionals close to customers, we are uniquely positioned to transform industries toward a regenerative tomorrow.

In 2024, Valmet's net sales totaled approximately EUR 5.4 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.