Negocios

The proposal of Valmet`s Shareholders Nomination Board for the composition and remuneration of the Board of Directors and amending the Charter of the Nomination Board

Proposal for the composition of the Board of Directors<br />

Valmet Oyj's ("Valmet") shareholders' Nomination Board proposes to the
next Annual General Meeting, which is planned to be held on March 22,
2022, that the number of members of the Board of Directors for the term
expiring at the close of the Annual General Meeting 2023 will be
conditionally eight, however, prior to the registration of the merger of
Valmet and Neles ("Effective Date&quot😉 announced earlier, the number of
members of the Board of Directors will be six and that

        * Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael
Mäkinen and Eriikka Söderström are re-elected as Board members,
        * Jaakko Eskola and Anu Hämäläinen are elected conditionally as new
Board members for the term commencing on the Effective Date, and
        * Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro<br />
Cantell re-elected as the Vice Chairman of the Board until the Effective<br />
Date, from which date on Jaakko Eskola will act as the Vice Chairman of
the Board.

The provisions of the Temporary Act (375/2021) are applied on the Annual<br />
General Meeting, and such provisions are arguable with regard to the
election procedure, due to which the shareholders' nomination board
recommends with regard to the election procedure of the members of the
Board of Directors that the shareholders take a position on the proposal
as a whole at the Annual General Meeting.

The Nomination Board notes that all proposed Board members are
independent of the company. With the exception of Aaro Cantell, the
proposed board members are independent of the company's significant
shareholders. Valmet's definition of Board members' independence
complies with the Finnish Corporate Governance Code.

The members of the Board of Directors are presented on Valmet's website
https://www.valmet.com [1].

Proposal for the remuneration of the Board of Directors<br />

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 2023 be increased conditionally, subject
to the completion of the merger, as of the Effective Date as follows:

* EUR 145,000 for the Chairman of the Board (2021: 118,000),

* EUR 80,000 for the Vice-Chairman of the Board (2021: 70,000),

* EUR 64,000 for a Board member (2021: 56,000).

Until the Effective Date, the annual remuneration of the Board of
Directors will remain at the 2021 level. The annual remuneration of the
members of the Board of Directors elected conditionally will be paid in
proportion to the length of their term of office.

Furthermore, the Nomination Board proposes that a base fee of EUR 7,000
shall be paid for each member of the Audit Committee, EUR 16,000 (2021:
14,000) for the Chairman of the Audit Committee, EUR 4,000 for each
member of the Remuneration and HR Committee, and EUR 8,000 (2021: 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 750 (2021: EUR 750) shall be paid for those members whose
place of residence is in Nordic countries, EUR 1,500 (2021: EUR 1,500)
for those members whose place of residence is elsewhere in Europe and
EUR 3,000 (2021: 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
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 first
Interim Review following the Effective Date.

Proposal for amending the Charter of the Nomination Board

In addition_,_ 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 Nomination Board

Annareetta Lumme-Timonen (Investment Director, Solidium Oy) acted as the
Chair of the Nomination Board. The other members of the Nomination Board
were Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension
Insurance Company), Hanna Hiidenpalo (Deputy CEO, Chief Investment
Officer, Elo Mutual Pension Insurance Company), Reima Rytsölä (Deputy
CEO, Varma Mutual Pension Insurance Company), and Mikael Mäkinen as an
expert member in his capacity as the Chairman of the Board of Directors<br />
of Valmet Oyj.

Valmet's Board of Directors will include these proposals into the notice
of the Annual General Meeting 2022, which is estimated to be published
on February 3, 2022.

Proposal for the composition of the Board of Directors<br />

Valmet Oyj's ("Valmet") shareholders' Nomination Board proposes to the
next Annual General Meeting, which is planned to be held on March 22,
2022, that the number of members of the Board of Directors for the term
expiring at the close of the Annual General Meeting 2023 will be
conditionally eight, however, prior to the registration of the merger of
Valmet and Neles ("Effective Date&quot😉 announced earlier, the number of
members of the Board of Directors will be six and that

        * Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael
Mäkinen and Eriikka Söderström are re-elected as Board members,
        * Jaakko Eskola and Anu Hämäläinen are elected conditionally as new
Board members for the term commencing on the Effective Date, and
        * Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro<br />
Cantell re-elected as the Vice Chairman of the Board until the Effective<br />
Date, from which date on Jaakko Eskola will act as the Vice Chairman of
the Board.

The provisions of the Temporary Act (375/2021) are applied on the Annual<br />
General Meeting, and such provisions are arguable with regard to the
election procedure, due to which the shareholders' nomination board
recommends with regard to the election procedure of the members of the
Board of Directors that the shareholders take a position on the proposal
as a whole at the Annual General Meeting.

The Nomination Board notes that all proposed Board members are
independent of the company. With the exception of Aaro Cantell, the
proposed board members are independent of the company's significant
shareholders. Valmet's definition of Board members' independence
complies with the Finnish Corporate Governance Code.

The members of the Board of Directors are presented on Valmet's website
https://www.valmet.com [1].

Proposal for the remuneration of the Board of Directors<br />

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 2023 be increased conditionally, subject
to the completion of the merger, as of the Effective Date as follows:

* EUR 145,000 for the Chairman of the Board (2021: 118,000),

* EUR 80,000 for the Vice-Chairman of the Board (2021: 70,000),

* EUR 64,000 for a Board member (2021: 56,000).

Until the Effective Date, the annual remuneration of the Board of
Directors will remain at the 2021 level. The annual remuneration of the
members of the Board of Directors elected conditionally will be paid in
proportion to the length of their term of office.

Furthermore, the Nomination Board proposes that a base fee of EUR 7,000
shall be paid for each member of the Audit Committee, EUR 16,000 (2021:
14,000) for the Chairman of the Audit Committee, EUR 4,000 for each
member of the Remuneration and HR Committee, and EUR 8,000 (2021: 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 750 (2021: EUR 750) shall be paid for those members whose
place of residence is in Nordic countries, EUR 1,500 (2021: EUR 1,500)
for those members whose place of residence is elsewhere in Europe and
EUR 3,000 (2021: 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
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 first
Interim Review following the Effective Date.

Proposal for amending the Charter of the Nomination Board

In addition_,_ 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 Nomination Board

Annareetta Lumme-Timonen (Investment Director, Solidium Oy) acted as the
Chair of the Nomination Board. The other members of the Nomination Board
were Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension
Insurance Company), Hanna Hiidenpalo (Deputy CEO, Chief Investment
Officer, Elo Mutual Pension Insurance Company), Reima Rytsölä (Deputy
CEO, Varma Mutual Pension Insurance Company), and Mikael Mäkinen as an
expert member in his capacity as the Chairman of the Board of Directors<br />
of Valmet Oyj.

Valmet's Board of Directors will include these proposals into the notice
of the Annual General Meeting 2022, which is estimated to be published
on February 3, 2022.