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The proposal of Valmet’s Nomination Board for the composition and remuneration of the Board of Directors

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Proposal for the composition of the Board of Directors

Valmet’s Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 21, 2019, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2020 will be seven and that

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

Bo Risberg, Chairman of the Valmet Board of Directors, has informed the company in August 2018 that he will not be available for re-election to the Board of Directors in the next Annual General Meeting. Bo Risberg has served as the Chairman of Valmet’s Board of Directors since 2015.

The Nomination Board notes that the proposed new Chairman of the Board, Mikael Mäkinen, is evaluated as being independent of the company and the significant shareholders.

Proposed new Chairman of the Board of Directors

Mikael Mäkinen (MSc (Eng.), born 1956, Finnish citizen) works as President, Marine at Rolls-Royce Plc since 2014. He is a member of the Rolls-Royce Executive Team. Prior to this, Mäkinen was President of MacGregor during 2012-2014 and President and CEO of Cargotec Corporation during 2006-2012. He held several positions within Wärtsilä Group between 1982-2006.

Proposal for the remuneration of the Board of Directors

The Nomination Board proposes that the remuneration for the Chairman of the Board, for the Vice-Chairman of the Board and for each Board member be increased by 10 percent.

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 2020 be as follows :

 EUR 110,000 for the Chairman of the Board (2018 : 100,000),
 EUR 66,000 for the Vice-Chairman of the Board (2018 : 60,000),
 EUR 52,800 for each Board member (2018 : 48,000).

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 700 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and 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. 

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, 2019 to March 31, 2019.

The Nomination Board

Antti Mäkinen (Managing Director, Solidium Oy) acted as the Chairman of the Nomination Board. The other members the Nomination Board were Satu Huber (CEO, Elo Mutual Pension Insurance Company), Risto Murto (CEO, Varma Mutual Pension Insurance Company), Jouko Pölönen (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Bo Risberg as an expert member in his capacity as the Chairman of the Board of Directors of Valmet Oyj.

Valmet’s Board of Directors will include these proposals into the notice of the Annual General Meeting of 2019, which is estimated to be published on February 7, 2019.

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