Valmet Oyj

Item 10.00: Remuneration Report

Folketrygdfondet’s decision to vote against the executive Remuneration Report is based on a cumulative assessment taking into consideration that the report provides insufficient disclosure to assess reasoning of rationale and how the discretionary awards aligns with shareholder interests. For this reason, we voted against item 10.  

Item 13.00; Election of Directors 

Folketrygdfondet’s decision to vote against the election of the proposed slate of directors is based on a cumulative assessment of the following elements;

We would have wanted to vote against specific board members in Proposal 13. Valmet’s shareholders voting by proxy are only able to vote on directors as a slate, though shareholders who are physically present at a meeting can vote on candidates separately if they so request. We disagree to the practice of not being able to vote separately by proxy, and we think this is poor corporate governance by the board. The Finnish Corporate Governance Code 2025 advocates for voting procedures that are fair and inclusive, enabling all shareholders, including those voting by proxy, to participate effectively in general meetings.

As a point of departure, Folketrygdfondet places significant weight on the recommendations of the nomination committee. We have tried to communicate our view directly to the Nomination Committee, but have only been able to communicate via General Counsil.
We wish to express our view that the Board and Nomination Committee ought to account for minority interests going forward.

Due to above reasons, we have decided to vote against Proposal 13 – Election of eight directors as a slate.