The Board of Directors of Valmet Oyj has decided on establishing share-based long-term incentive plans for key employees and on the acquisition of own shares

Valmet Oyj's stock exchange release on December 18, 2024 at 10:15 a.m. EET

ESPOO, Finland, Dec. 18, 2024 /PRNewswire/ -- The Board of Directors of Valmet Oyj has decided on establishment of a new long-term share incentive plan for Valmet's executives and selected key employees. The long-term incentive plan is Performance Share Plan ("PSP"). The aim of the plan is to align the interests of the shareholders and the key employees to increase the value of Valmet Oyj (the Company) in the long run, to commit the executives and key employees to achieving the Company's strategic targets, to retain the key employees to the Company, and to offer them a competitive reward plan based on holding the Company's shares.

The Performance Share Plan consists of annually commencing performance share plans, with a three-year performance period, within which its participants have the opportunity to earn shares of the Company based on achievement of the performance measures. The performance measures and their target ranges are set separately for each commencing plan.

The first plan of the PSP covers the years 2025-2027. The performance measures for the PSP 2025-2027 are Comparable EBITA, organic orders received growth (%) of the stable business, that is, the Services, Automation Systems and Flow Control business lines and ESG Index. The ESG Index is related to the growth of Valmet's business contributing to climate change mitigation and circular economy as outlined in EU Taxonomy and Valmet's Climate program target of reducing CO2 in own operations.

The Performance Share Plan is directed to Executive Team members and approximately 200 other key employees and management talents based on nomination. The potentially earned share reward, which will be paid in spring 2028, represents a gross reward from which the applicable payroll tax is withheld, and the remaining net balance is paid to the participants in shares. As a rule, no reward will be paid, if a participant's employment or service ends before the reward payment.

The maximum total amount of potential share rewards to be paid based on the Performance Share Plan 2025-2027 is approximately 652,940 shares in Valmet Oyj, representing the gross reward before the deduction of taxes and tax-related costs arising from the reward. The estimated maximum total expense of the Performance Share Plan 2025-2027, based on Valmet's current share value, is approximately EUR 16 million.

The Board of Directors has also approved a Restricted Share Pool for 2025, from which fixed share grants can be made to individually selected key employees for retention purposes in specific situations. Restricted pools are annually commencing, and the commencement of a future restricted pool is subject to separate approval by the Board of Directors. In 2025, 100,000 shares and in addition the shares unallocated from the Performance Share Plan 2025-2027 can be allocated to possible participants of the Restricted Pool. These are allocated as gross rewards before the deduction of taxes and tax-related costs arising from the reward. As a rule, the restriction period for these shares is three years, after which the potentially granted share rewards are paid in Company shares. A precondition for the payment of the share reward based on the Restricted Pool is that Valmet's Comparable EBITA exceeds a threshold value and that the employment relationship of the individual participant with Valmet continues until the payment date of the reward.

Both the Performance Share Plan and the Restricted Pool include a recommendation for the members of Valmet's Executive Team to own and hold an amount of Company shares equaling their gross annual base salary (100 percent ownership recommendation). According to the recommendation each member of Valmet's Executive Team is expected to retain in their ownership at least half of the shares received under the share-based incentive plans of the Company, until the value of their share ownership corresponds to at least their gross annual base salary.

Acquisition of own shares

The Board of Directors of Valmet has in its meeting on December 18, 2024, decided to use the authorization granted by the Annual General Meeting held on March 21, 2024, to repurchase the Company's own shares. Based on the authorization, the Board has decided to initiate a fixed-term share buy-back program for the purpose of acquiring the Company's own shares to meet part of the obligations arising from the LTI Plans and the Restricted Pool incentive. The share acquisitions will begin at the earliest on February 13, 2025 and will end at the latest on March 7, 2025. The maximum number of shares to be acquired is 115,000 corresponding to a value of approximately EUR 2.6 million based on the closing share price of the last trading day preceding the date hereof. The shares will be acquired at market price in public trading on Nasdaq Helsinki Ltd.

Further information, please contact:
Pekka Rouhiainen, VP, Investor Relations, Valmet, tel. [phone]
VALMET

Katri Hokkanen
CFO

Pekka Rouhiainen
VP, Investor Relations

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.valmet.com

Valmet has a global customer base across various process industries. We are a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries, and with our automation and flow control solutions we serve an even wider base of process industries. Our more than 19,000 professionals around the world work close to our customers and are committed to moving our customers' performance forward - every day.

The company has over 220 years of industrial history and a strong track record in continuous improvement and renewal. Valmet's net sales in 2023 were approximately EUR 5.5 billion.

Valmet's shares are listed on the Nasdaq Helsinki and the head office is in Espoo, Finland.

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