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Valmet's Shareholders' Nomination Board Proposes Board Structure and Compensation Changes

Introduction

On December 19, 2025, the Shareholders' Nomination Board of Valmet Oyj made significant proposals regarding the composition and remuneration of the Board of Directors. This announcement is crucial as it sets the stage for the upcoming Annual General Meeting scheduled for March 25, 2026, where shareholders will vote on these proposals.

Board Composition

The Nomination Board recommends that the current structure of the Board of Directors remains unchanged, retaining eight members for the term concluding at the end of the 2027 Annual General Meeting. The recommended members for re-election include:

• - Anu Hämäläinen
• - Pekka Kemppainen
• - Annareetta Lumme-Timonen
• - Monika Maurer
• - Annika Paasikivi
• - Pekka Vauramo
• - Bernd Eikens
• - Jonas Gustavsson

Pekka Vauramo is suggested to continue serving as Chair of the Board, with Annika Paasikivi as Vice-Chair. Notably, should any proposed nominee become unavailable, the remaining nominees will be elected while respecting the Board's overall size. The Nomination Board has affirmed that all proposed members are independent at the time of this proposal, with two exceptions.

Remuneration Structure

The Nomination Board has proposed an increase in annual remuneration for Board members, suggesting:

• - EUR 163,000 for the Chair (up from EUR 155,000 in 2025)
• - EUR 90,000 for the Vice-Chair (up from EUR 85,500)
• - EUR 71,000 for regular Board members (up from EUR 68,000)

Additionally, fees related to committee roles are set to rise, with members of the Audit Committee receiving a base fee of EUR 7,800, while the chair will earn EUR 17,800, showcasing an overall commitment to judicious compensation practices.

Meeting Fees

To account for varying locations of Board members, the Nomination Board has recommended different meeting fees:

• - EUR 1,000 for participants based in Nordic countries
• - EUR 1,800 for members across Europe
• - EUR 3,500 for those residing outside Europe

For remote meetings, a compensation of EUR 1,000 is proposed, making provisions for fairness in remuneration practices.

Share Acquisition Requirement

A significant condition tied to the annual remuneration is that Board members must dedicate 40% of their fixed remuneration to purchase Valmet shares. This stipulation is aimed at aligning the interests of the Board with those of the shareholders, enhancing investment in the company's future.

Charter Amendments

In addition to remuneration proposals, the Nomination Board suggests revising its Charter to set the cutoff date for qualifying shareholders for appointing members to June 1. This change is aimed at improving the nomination process for future Board elections, ensuring timely and efficient candidate selection.

Conclusion

The proposals put forth by Valmet’s Nomination Board are critical as they not only consolidate the existing Board's framework but also emphasize accountability through remuneration strategies linked to shareholder investments. As shareholders prepare for the upcoming Annual General Meeting, these recommendations will be pivotal in shaping the direction Valmet will take moving forward.

For detailed information on the Board's structure and proposed changes, Valmet has made available resources on their official website. Valmet's ongoing dedication to fostering growth and stability within the industrial sector is evident in these proposals, promising an engaged and responsible leadership in the years to come.