Valmet Oyj's ("Valmet") shareholders' Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 26, 2025, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2026 be seven (7), and that
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Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Annareetta Lumme-Timonen, Monika Maurer and Annika Paasikivi are re-elected as Board members, and
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Pekka Vauramo be elected as the new Chair of the Board and Per Lindberg be elected as the new Vice-Chair of the Board.
Mikael Mäkinen, Chair of the Board of Directors, and Jaakko Eskola, Vice-Chair of the Board of Directors, have informed Valmet's Nomination Board that they will not be available in the election of the Board of Directors in the next Annual General Meeting. Mikael Mäkinen has served as a member and Chair of Valmet's Board of Directors since 2019. Jaakko Eskola has served as a member and Vice-Chair of Valmet's Board of Directors since 2022.
Should any member of the candidates proposed by the Nomination Board for any reason not be available for election to the Board of Directors, the proposed number of Board members shall be decreased accordingly, and the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.
The Nomination Board recommends that with regard to the selection procedure for Board members, the shareholders take a position on the proposal as a whole at the Annual General Meeting.
At the time of the resolution of the Nomination Board it is assessed that all proposed Board members are independent of the company. With the exception of Annareetta Lumme-Timonen and Annika Paasikivi the proposed Board members are independent of the company's significant shareholders. Annareetta Lumme-Timonen is evaluated as being not independent of significant shareholders due to her role as Investment Director at Solidium Oy and Annika Paasikivi is evaluated as being not independent of significant shareholders due to her role as President and CEO at Oras Invest Ltd.
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 continuing members of the Board of Directors are presented on Valmet's website (www.valmet.com).
Proposed new member of the Board of Directors
Pekka Vauramo (b. 1957) has worked as the President and CEO of Metso Corporation and President and CEO of Metso Outotec Corporation in 2018-2024. He was the President and CEO of Finnair Corporation in 2013-2018. In 2007-2013 he worked in several management positions at Cargotec Corporation. Before that, he held several management positions at Sandvik AB between 1995-2007 and at Tamrock Corporation between 1985-1995. He holds the degree of M. Sc. (Tech.).
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 2026 be increased and as follows:
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EUR 155,000 for the Chair of the Board (2024: EUR 150,000),
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EUR 85,500 for the Vice-Chair of the Board (2024: EUR 82,500), and
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EUR 68,000 for a Board member (2024: EUR 66,000).
Furthermore, the Nomination Board proposes that a base fee of EUR 7,300 (2024: EUR 7,300) shall be paid for each member of the Audit Committee, EUR 16,700 (2024: EUR 16,700) for the Chair of the Audit Committee, EUR 4,200 (2024: EUR 4,200) for each member of the Remuneration and HR Committee, and EUR 8,500 (2024: 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 750 (2024: EUR 750) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 (2024: EUR 1,500) for those members whose place of residence is elsewhere in Europe and EUR 3,000 (2024: 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 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 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, 2025.
The Nomination Board
Jari Paasikivi (Chair of the Board of Directors, Oras Invest Oy) acted as the Chair of the Nomination Board. The other members of the Nomination Board were Reima Rytsölä (CEO, Solidium Oy), Markus Aho (Chief Investment Officer, Varma Mutual Pension Insurance Company) and Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company). Mikael Mäkinen, Chair of Valmet's Board of Directors, served as the Nomination Board's expert member.
Valmet's Board of Directors will include these proposals into the notice of the Annual General Meeting 2025, which is estimated to be published on February 13, 2025.
