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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, 2018, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2019 will be seven and that

 Bo Risberg, Aaro Cantell, Eriikka Söderström, Tarja Tyni and Rogerio Ziviani are re-elected as Board members,
 Monika Maurer and Pekka Kemppainen are elected as new Board members.

The Nomination Board proposes that Bo Risberg is re-elected as the Chairman of the Board and Aaro Cantell is elected as the Vice-Chairman of the Board.

Jouko Karvinen, Vice-Chairman of Valmet’s Board of Directors, and Lone Fønss Schrøder, member 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. Jouko Karvinen has served as a member of Valmet’s Board of Directors since 2016 and as the Vice-Chairman since 2017. Lone Fønss Schrøder has served as a member of Valmet’s Board of Directors since 2014.

"Wide diversity is important for ensuring the efficient and optimal performance of the Board of Directors. I believe that the proposed Board composition possesses a valuable mix of extensive experience, varied educational background and relevant qualifications", says Antti Mäkinen, Chairman of the Nomination Board.

Proposed new members for the Board of Directors

Monika Maurer (born 1956) was previously Chief Operating Officer of Nokia Group and, prior to this, Chief Operating Officer of Nokia’s Fixed Networks Business Group. She has also since 1985 held several positions at Alcatel-Lucent and Alcatel AG, including Chief Operating Officer of Alcatel-Lucent’s Fixed Networks Business Line between 2012 and 2016.

Pekka Kemppainen (born 1954) was previously Managing Director of KONE Elevators Australia. He has since 1984 held several positions within KONE, including Executive Vice President for Service Business between 2010 and 2017, and Executive Vice President & Area Director of Asia Pacific between 2004 and 2010.

Proposal for the remuneration of the Board of Directors

The Nomination Board proposes that there will be no changes in the remuneration of the Board of Directors.

The proposal to the Annual General Meeting is 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 2019 be as follows :

 EUR 100,000 for the Chairman of the Board,
 EUR 60,000 for the Vice-Chairman of the Board,
 EUR 48,000 for each Board member.

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 shares from the market at a price formed in trading at Nasdaq Helsinki’s stock exchange list and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2018 to March 31, 2018.

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), Timo Ritakallio (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 2018, which is estimated to be published on February 6, 2018.