#Finland #Espoo #Board of Directors #Valmet #Pekka Vauramo

Overview of Valmet's Board of Directors Nomination Proposal

On December 3, 2024, Valmet Oyj's Shareholders' Nomination Board submitted a formal proposal detailing the composition and remuneration adjustments for the Board of Directors ahead of the upcoming Annual General Meeting (AGM) scheduled for March 26, 2025. This initiative reflects Valmet's ongoing commitment to governance and proper oversight within the organization.

Proposed Changes to Board Composition

The Nomination Board proposed maintaining seven members on the Board of Directors, beginning with the term that will conclude at the close of the AGM in 2026. The candidates for re-election include Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Annareetta Lumme-Timonen, Monika Maurer, and Annika Paasikivi. In a significant change, Pekka Vauramo is slated to be appointed as the new Chair, while Per Lindberg is expected to step in as Vice-Chair of the Board.

The outgoing Chair, Mikael Mäkinen, and Vice-Chair, Jaakko Eskola, have opted not to seek re-election after their tenures—Mäkinen having served since 2019 and Eskola since 2022. Importantly, should any proposed candidate become unavailable for election, the number of Board members will adjust accordingly while upholding the Nomination Board's recommendation.

Independence Assessment

At the time of this proposal, the Nomination Board asserts that all proposed members are deemed independent from Valmet. However, Annareetta Lumme-Timonen and Annika Paasikivi do not meet the independence criteria due to their affiliations with significant shareholders; specifically, Lumme-Timonen is the Investment Director at Solidium Oy, and Paasikivi serves as President and CEO of Oras Invest Ltd.

Remuneration Recommendations

The Nomination Board also presented adjustments to the remuneration for Board members. The new proposed remuneration structures are as follows:

• - Chair of the Board: €155,000 (an increase from €150,000 in 2024)
• - Vice-Chair: €85,500 (up from €82,500 in 2024)
• - Board Members: €68,000 (previously €66,000 in 2024)

Additional compensation for committee roles and attendance at meetings is also specified. Members of the Audit Committee will receive a base fee of €7,300, while the Chair of the Audit Committee will receive €16,700. Other committee roles, including those in Remuneration and HR, have specific fee structures as well, along with varying meeting fees depending on the member's location.

Share Purchase Commitment

An innovative proposal from the Nomination Board includes stipulating that members utilize 40% of their annual remuneration to purchase Valmet shares, which will be conducted following the release of the quarterly interim review for Q1 2025.

Looking Ahead

The composition and remuneration suggestions made by the Nomination Board will be formally included in the AGM notice, anticipated for publication on February 13, 2025. This strategic decision aims to foster stewardship and alignment between the Board and Valmet's corporate objectives.

As Valmet grows and evolves, their dedication to governance remains steadfast. With over 19,000 employees and extensive experience in the pulp, paper, and energy sectors, the company continues to pave its path forward in the global market, maintaining a strong commitment to performance and innovation.

For additional information, stakeholders are encouraged to reach out to Rasmus Oksala, General Counsel at Valmet, or consult the company's official website.