The Shareholders' Nomination Board of Valmet proposes the composition and
remuneration of the Board of Directors as well as amending the charter of the
Shareholders' Nomination Board
Valmet Oyj's stock exchange release on December 19, 2025 at 3:00 p.m. EET
Proposal for the composition of the Board of Directors: no changes to current
members and roles
The shareholders' Nomination Board of Valmet proposes to the next Annual General
Meeting, which is planned to be held on March 25, 2026, that the Board of
Directors consists of eight members for the term expiring at the close of the
Annual General Meeting 2027, and that
•Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer,
Annika Paasikivi, Pekka Vauramo, Bernd Eikens and Jonas Gustavsson are re
-elected as Board members, and
•Pekka Vauramo be re-elected as the Chair of the Board and Annika Paasikivi be
re-elected as the Vice-Chair of the Board.
If any nominee becomes unavailable, the Board size will be reduced accordingly
and the remaining nominees will be elected as proposed. The Nomination Board can
also update its proposal for the composition of the Board of Directors.
The Nomination Board recommends that shareholders vote on the proposal as a
whole at the Annual General Meeting.
The Nomination Board has assessed and concluded that all proposed members are
independent of Valmet as of the time of the proposal. All proposed members are
also independent of significant shareholders, with the exception of Annareetta
Lumme-Timonen (Investment Director, Solidium Oy) and Annika Paasikivi (Executive
Chair of the Board, Oras Invest Oy).
The Nomination Board notes that the Board elected by the Annual General Meeting
will separately evaluate the independence of the Board members. Valmet complies
with the Finnish Corporate Governance Code in defining the independence of the
Board members.
The proposed members of the Board of Directors are presented on Valmet's website
(https://www.valmet.com (https://www.valmet.com/investors/governance/nomination
-board/)).
Proposal for the remuneration of the Board of Directors
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 2027 be increased and as follows:
•EUR 163,000 for the Chair of the Board (2025: EUR 155,000),
•EUR 90,000 for the Vice-Chair of the Board (2025: EUR 85,500), and
•EUR 71,000 for a Board member (2025: EUR 68,000).
Furthermore, the Nomination Board proposes that a base fee of EUR 7,800 (2025:
EUR 7,300) shall be paid for each member of the Audit Committee, EUR 17,800
(2025: EUR 16,700) for the Chair of the Audit Committee, EUR 4,500 (2025: EUR
4,200) for each member of the Remuneration and HR Committee, and EUR 9,000
(2025: EUR 8,500) for the Chair of the Remuneration and HR Committee.
In addition, the Nomination Board proposes that a meeting fee in the amount of
EUR 1,000 (2025: EUR 750) shall be paid for those members whose place of
residence is in Nordic countries, EUR 1,800 (2025: EUR 1,500) for those members
whose place of residence is elsewhere in Europe and EUR 3,500 (2025: 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 1,000 shall be paid to Board
members. Furthermore, the Nomination Board proposes that a meeting fee of EUR
1,800 shall be paid to Board members for a Board travel meeting, 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 resolution to use 40 percent of
the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed
on a regulated market on the official list of Nasdaq Helsinki Ltd 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 to March 31, 2026.
Proposal for amending the Charter of the Nomination Board
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 Charter for the Nomination Board provides that the date for determining the
shareholders qualified to appoint members for the Nomination Board is July 1st.
The Nomination Board has concluded that to improve the nomination process it is
advantageous to set an earlier date for such determination, and proposes to
change the Charter of the Nomination Board to set such date for June 1 with
other relevant dates to be changed accordingly as set out in the attached
Charter-proposal.
The Nomination Board
Markus Melkko (President and CEO, Oras Invest Ltd.) acted as the Chair of the
Nomination Board. The other members of the Nomination Board were Toni Nurmi
(Investment manager, Solidium Oy), Markus Aho (Deputy CEO, Chief Investment
Officer, Varma Mutual Pension Insurance Company) and Mikko Mursula (CEO,
Ilmarinen Mutual Pension Insurance Company). Pekka Vauramo, Chair of Valmet's
Board of Directors, served as the Nomination Board's expert member.
In accordance with its charter, the Nomination Board shall submit its proposals
to the Board of Directors of the Company at the latest on January 31. Valmet's
Board of Directors will include these proposals into the notice of the Annual
General Meeting 2026, which is estimated to be published on February 6, 2026.
APPENDIX 1: Charter of the Nomination Board
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
VALMET
Katri Hokkanen
CFO
Pekka Rouhiainen
VP, Investor Relations
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.valmet.com
Valmet is a global technology leader serving process industries. We work
together with our customers throughout the entire lifecycle, delivering cutting
-edge technologies and services as well as mission-critical automation and flow
control solutions. Backed by more than 225 years of industrial experience and a
global team of over 19,000 professionals close to customers, we are uniquely
positioned to transform industries toward a regenerative tomorrow.
In 2024, Valmet's net sales totaled approximately EUR 5.4 billion. Our head
office is in Espoo, Finland, and we have experts in approximately 40 countries
around the world. Valmet's shares are listed on Nasdaq Helsinki.
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