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Valmet, March 21 2019

In general, Valmet Corporation is in compliance with the Finnish regulations relating to the organization and procedures of the Annual General Meeting.

Under ITEM 12, shareholders are called to appoint the members of the Board of Directors for a term of 1 year. All Directors are proposed for re-election, except for the Chairman. Concerns may arise over the aggregate time commitments of the new Chairman Mr. Mikael Mäkinen (President of the Marine Division of Rolls-Royce plc and non-executive Director of Finnlines Oyi). However, the overall composition of the Board is in line with our guidelines (86% of independent Directors and 43% of female representation). As we have not identified serious  concerns that would lead us to oppose the election of the Board, we recommend approval.

Under ITEM 16, the Board of Directors seeks authorization to issue shares. In aggregate, the authority requested is limited to 16.67% of the Company's share capital.  The authority also includes the possibility to issue shares to the Company itself without payment. The requested authorization substantially exceeds our voting policy limit (10% of the share capital), and ECGS is not in favour of general authorizations to issue shares (to the Company) without payment. Hence, we recommend opposition.

Underlying
Valmet

Co. is a holding company. Through its subsidiaries, Co. is a supplier of paper and board machines, and process automation systems. Co.'s operations are divided into five segments: paper and board machinery, which makes paper, board and finishing machines; converting equipment, which supplies machinery for the packaging and printing industries; automation, which makes applications and solutions used for the measurement, control and information management of industrial processes; power transmission, which makes industrial gears and hydraulic motors, and automotive, which specializes in the production of cars.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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