Shareholders, a warm welcome to the annual general meeting of Valmet 2026. My name is Pekka Vauramo. I have acted as the Chairman of the Board since the annual general meeting of last year. I would first like to introduce the Board of Directors, and as I mention your name, I ask each member to stand up so that the meeting attendants can see you. We'll start with Annika Paasikivi, the Vice Chair of the Board and also the Remuneration Committee Chair. Bernd Eikens, a Member of the Board. Jonas Gustavsson, Member. Anu Hämäläinen. She's also been the Chair of the Audit Committee last year. Pekka Kemppainen. Annareetta Lumme-Timonen. Monika Maurer. Juha Pölönen, as a representative of the personnel, has participated in the board's meetings.
Furthermore, members of the board until the annual general meeting, there was Mikael Mäkinen as the Chairman of the Board, Jaakko Eskola as the Vice Chair, and Per Lindberg as a member, so until last year's annual general meeting. As you can see from here, there were lots of changes taking place in the board last year, and I think that's one reason why the committee hasn't proposed new members to the board. We'll hear more about it later. The composition of the board is built so that the board can support the company and its management in strategic questions and in many other topical issues where the members, with their experience and competence, can bring insight and value, too. It is important that the board has sufficient diversity from many perspectives as to nationality, gender, and many other aspects.
Of course, the members of the board need to have thorough competence both on board work as well as on the business. The board convened 13 times last year. The members' attendance rate was on a high level. We didn't have conflicts with schedules with any of the members. If there were any absences, they were most likely due to normal colds and such, and our attendance rate was almost 95%, which is a very good level. The board, in its work, focused on renewing the long-term strategy or actually on initiating it since last year's general meeting because the strategy itself was already approved during the previous board composition. The operating model of the company was renewed at the same time, and we started to develop a new kind of a corporate culture.
Last year, we also announced a mid-sized acquisition of Severn Group. That has not been completed yet. We expect it to be finalized later this year, and it is an indication of the willingness and ability to invest in growing businesses. The board also annually visits the different sites of Valmet. Last year, we traveled in June, if I recall, to Lucca in Italy, which is halfway between Florence and Pisa. Lucca is known as a capital for soft paper production globally, so it has many important clients of Valmet as well. We visited them in connection to this journey, and we also got to know the factory, the staff, and operations there.
These visits give a lot of depth to the board's insight and work so that when we had the opportunity to get to know other colleagues also during the trip in this board, and that helps in collaboration and taking things forward. Looking at the responsibilities of the board of directors, the key duties, of course, include ensuring that the company has the right leadership to execute the company's strategy. It is the board's job, of course, to support the CEO in his or her role.
At the same time, however, the board needs to be able to challenge constructively the management so that it can reach higher results and also to question perhaps the means to get there, while all the time bearing in mind that the board is the representative of shareholders in the company administration, and therefore it is our key duty indeed, to make sure that your interests, distinguished shareholders, will be looked after during these terms. Thomas Hinnerskov, the CEO of the company, started about 19 months ago at Valmet. According to the board's understanding, he has done a very good job with lots of energy and taken action also with operations as well as with the corporate culture and the changes taking place.
I'm sure you're going to hear more about these things in the CEO's review as well as on the financial performance of the year 2025. I should mention that as an indication of us being on the right track, is that last year, despite a difficult market situation that's continues to be challenging, we could improve our EBITDA margin to almost 12% last year. Considering the market situation, I consider this a very good performance. The board has two committees in the board, the audit committee that takes care of reporting on sustainability issues, risk management, and overseeing critical projects for Valmet. Another key committee is the people and remuneration committee with the duties last year being a short-term incentive plan renewal, as well as developing the long-term incentive plan further.
These different systems have been taken forward. Ms. Annika Paasikivi, I assume, will mention them in her presentation. The objectives of the committee work, of course, is to strengthen the balance between company performance, sustainability targets, and value creation for shareholders, and to ensure that incentive structures remain competitive and support the company's strategic priorities. In this connection, we would like to thank all the board members and committees and committee members and their work for the fruitful cooperation and development of Valmet over the course of last year. Last year was really all about the renewal in 2025 for Valmet. From the board's perspective, this is an area that has been dominant in the board work and their discussions. The CEO will get back to this in his review.
We have focused on the strategy renewal and starting the Lead the Way strategy. With the new strategy, we want to strengthen the customer relations and improve our competitiveness. In the unofficial session, the CEO already gave some of his own insights and thoughts on them, these things. The company operating model has been streamlined so that it is actually more customer-focused. The leadership team, management, and the culture is constantly being renewed so that it will be in line with the new strategy. This is also something the CEO commented on in the unofficial session, and I'm sure he'll continue on that in his review in this meeting. During the year, we also made progress in some strategic projects.
One of them was the acquisition of Severn Group that I already mentioned, and it will reinforce our business essentially. The good performance level is also reflected in its financial success when we talk about Valmet. The market situation has been challenging but also dynamic, and it feels that we're going from one crisis to another. The resilience of companies and the whole market has improved over time, which doesn't mean that these crises wouldn't have had an impact on us. These events that we are currently reading about every day, every hour, naturally has an impact on Valmet, as I'm sure on many other companies' operations. The decisions taken early last year gave a good foundation for the strong financial performance of the company last year.
As I already mentioned, the comparable EBITDA grew to 11.9% last year. At the end of my presentation, I would particularly like to thank the executive leadership team and the CEO for the work they've carried out for the success of Valmet and for their strong commitment to the company. I would also like to thank all the personnel of Valmet around the world for their good work for the benefit of the company's customers and the company's success. I'd like to thank you, shareholders, for our journey together. Thank you. We move on to item two on the agenda of the meeting, calling the meeting to order. We need to find a chairman for this meeting, and I propose that Klaus Ilmanen, an attorney at law, be elected to Chair of the Meeting. I can't see any other proposals.
I consider that Mr. Klaus Ilmanen has been elected to chair this meeting. Thank you. I invite Rasmus Oksala, the company's General Counsel, to act as Secretary of the meeting. First, a few technical instructions on the meeting arrangements. The language of the meeting is Finnish, apart from the CEO review that will be given in English. Therefore, we have simultaneous interpretation in Finnish and English in the meeting, and you can ask questions in either of the languages. The interpretation headsets are available at the entrance and the channels are 0 for the floor language, 1 for English, and 2 for Finnish. The meeting area is this hall. When leaving the meeting venue before the end of the meeting, we kindly ask you to hand out the voting tickets to meeting officials so that the list of votes can be kept up to date.
If on leaving, you wish to authorize someone else to represent you, this can be done by handing over the voting tickets and the proxy to the authorized person who must present them to the meeting officials. The right to speak is reserved to a person holding a voting ticket, as speakers are asked at first to state their name, the person they represent or the organization they represent, and the number of their voting slip at the beginning of their speech. I'd like you to stay at your seat when you speak. Microphones will be given to you. I would also kindly ask you to turn off your mobile phones. I would also like to point out that this is a private event so any recording of it so that you can identify other people is forbidden without their permission.
We do have a company's own photographer here, and that recording will be kept in the company's own use. We should also state that the meeting representatives, the members of the board of directors, the CEO, the auditor, and sustainability reporting verifier are present, and also meeting officials, whereas there are no other persons present. We shall discuss the issues of this meeting in the order they are presented in the agenda unless otherwise indicated. Shareholders have had the opportunity to exercise their voting rights by voting in advance. A proposal subject to advance voting is considered to have been presented without amendments at the general meeting. The general meeting can also be followed by video transmission. However, this is not considered as actual participation in the meeting.
With these words, we can actually move on to item three, election of persons to scrutinize the minutes and to verify the counting of the votes. According to the Finnish Companies Act, the minutes of the meetings are signed by the Chair and at least one person elected a scrutinizer of the minutes, and the scrutinizer must therefore be elected at the meeting. I propose that two scrutinizers be elected who would also act as the persons to supervise the counting of votes. Now I invite suggestions. Please, can you give us your name and number of your voting slip, and please wait for the microphone.
Martin Kidron, Ilmarinen 280. I propose Teemu Tammilehto and Teemu Raiskinen be elected as verifiers of the minutes and scrutinizers of the counting of votes.
Thank you. Any other proposals? I can't see any requests for the floor. I take it we can therefore adopt this proposal. Teemu Tammilehto and Teemu Raiskinen have been elected as scrutinizers of the minutes and supervisors of the counting of votes. We move on to item four, recording the legality of the meeting. The invitation to the general meeting has been published on the company website and in a stock exchange release on February 6, 2026. The proposals for the annual general meeting have been included in the invitation to the meeting, published in a stock exchange release, and they were also published on the company website. The documents are also available at the meeting, and a notice of the publication of the notice of the meeting was published in Helsingin Sanomat of February 13 this year.
The notice of the general meeting and the aforementioned notices, of the meeting will be annexed to the minutes. The financial statements and the remuneration report have been available for inspection on the company website since February 24. The documents have been available for inspection as required by the Companies Act. I know that the meeting has been convened in accordance with the Companies Act and the articles of association, so it is legal and has a quorum. Are there any requests for the floor on this matter? I can't see any requests. Recording the attendance at the meeting and adoption of the list of votes, item 5. A voting list has been drawn up of the shareholders present, their advisors and proxies, indicating the number of shares and the number of votes held by each shareholder at the beginning of the meeting.
There are 116,210,283 shares and votes, representing approximately 62.8% of all the votes and shares of the company, and 1,075 shareholders are represented at the meeting. The list of votes will be annexed to the minutes. Shareholders have had the opportunity to vote in advance on certain items on the agenda of the general meeting, and the advance votes will be counted in the voting result if a full count of votes is carried out on that item. Based on the votes cast in advance, they show that the majority of shareholders are in favor of the proposals made to the general meeting. The list of votes is confirmed and will be annexed to the minutes.
Should there be an actual vote taking place, we will then separately verify the number of votes and shares present and of the people present at the meeting. It's been stated that we have, in addition to shareholders, the board members, the Chairman of the Board, the Vice Chairman and other members of the board, the President and CEO and the auditor and also officers. I think we can now adopt the list of votes. No requests for the floor. We then move on to the most important part of this meeting, presentation of the financial statements, the consolidated financial statements, the report of the board of directors, the auditor's report, and the sustainability reporting assurance report of the year 2025.
The financial statements 2025, including the aforementioned documents, as well as the remuneration report of the governing bodies, have been available to the participants on the company website as of the 24th of February, when they were published in a stock exchange release. These documents are also available here at the meeting venue. We can start this item with the CEO's review.
The presentation by CEO Thomas Hinnerskov. Please, Thomas, the floor is yours.
Good afternoon, everyone. It's a true pleasure to see you all here today at the annual general meeting 2026. Before I start to present, I just really want to thank first and foremost my Valmet executive team, but actually all Valmeters for all the hard work that's been doing and been carrying through. The commitment 365 days last year has been truly remarkable in a market that has not, according also to the chair's presentation, been that easy. It's been a challenging year, but I think we walked through it in a very good way. I also wanna thank the board for support during a lot of strategy discussion, a lot of operating model discussion, and for all the challenges that they've given us in order to make sure we perform at our very, very best.
A year ago, I was standing here, and I was talking about that Valmet was about to renew its strategy, renew the growth focus, where we actually find the pockets for growth we're gonna grow into the future. I talked about taking complexity out, simplifying the operation, simplifying Valmet. I also talked about these 229 years now of industrial legacy that is just a truly remarkable and amazing foundation that Valmet is standing on and make it such a strong company also for all the changes that we're driving in order to take it into the future. That also means that 2025 was a transformative year, a real year where we did a lot of change in preparing us and preparing the company for the future. We had a new strategy. We changed operating model.
We really sort of embarked on this transformation journey, which also includes certain cultural changes that we really want to drive into the organization in order to be able to drive and run a better business. Let's walk through the business, our performance, for 2025, dividend proposal, financial targets, and also the future outlook. First, let's take a look at Valmet today. Let me just start to introduce my leadership team. If I can just please ask you all to stand up all in one go. We have two new members. We have Yung, who's coming from the outside Valmet, and then we have Rasmus, who's also a new member of the ELT, but is a long-standing member of the Valmet team group. Thank you very much.
Unfortunately, Xiangdong and Celso could not be with us today. They are in respective areas of responsibility, taking good care of our customers and our business there. Valmet is a true global technology leader. We have 18,500 professionals around the world in more than 100 countries. We have production units worldwide. We are really sort of a true global company, but we are centered and headquartered here in Finland with almost 6,000 employees here in Finland. Almost a third of every employee is in the Finnish, within the Finnish borders. Let's take a look at the world that our customers are living in. This is really a world that needs renewable materials, cleaner energy, more efficient processes, and this is really where we come and play a major role in helping them doing that.
Every day, we're at the core business or at least in the mission-critical part of these processes that our customers run. Here you just see a glimpse of some of the customers that we have a privilege to work with across pulp, paper, packaging, tissue, energy, and many other industries like marine, mining, chemicals as well. It's an amazing examples of customers, world-leading companies that run a lot of the critical processes that our society, our modern society actually relies on day in and day out. The best part is they trust Valmet to help them run safer, cleaner, and more efficiently every day. Let me just maybe highlight a couple of examples that really illustrate the strength and the versatility of the offering that Valmet has to bring to our customers.
Last year, we were trusted to deliver the automation system for the next generation Polarstern polar research vessel. This is a mission-critical platform that operates in some of the most extreme environments in the world. It really showcases how our automation business have come far beyond process industries and how far it reaches into very challenging processes. Also, we in the third quarter, we booked a really landmark order, the largest tissue order in the history of Valmet, a true milestone within our biomaterial business. This landmark U.S. orders expand our North America presence, increase our install base, and it really strengthen our leadership, both technology-wise, but also install base-wise in this ultra-premium tissue segment that is primarily and very strongly in the U.S. market.
It also sort of, I want to say, deepens and shows the strong relationship and partnership we have with Sofidel, who's actually our customer in this case. These are just two cases from last year, but I think not only us Valmet peers, but actually all shareholders, and I would basically say all Finns can be really proud of that there is a company here in Finland with more than 6,000 employees that can deliver this kind of solutions to our customers. Let's take a closer look at the financials for 2025. Orders received decreased 11% to EUR 5,216 million in the financial year of 2025. Orders received did remain its previous level on the Process Performance Solutions, but it did decrease in our biomaterial business.
We do have to remember though that in the Biomaterial business for 2024, which was the comparison year, we had this very large Arauco order in Brazil. That is a very tough comparison period. Net sales held steady. Our full year comparable EBITA margin increased to a record of 11.9%, which the Chair also alluded to, 60 basis points up from 2024. This performance was to a large extent driven by this sort of new strategy, very bold move in terms of the operating model that really helped us when the headwind came, especially in the second half of the year. We had created our own tailwind, and that's led to this sort of record results that we were ahead of the curve and then could book the 11.9% margin.
The impact, if you look at it just in specifics from that operating model and that strategic change, was EUR 35 million of bottom-line cost saving that came through in 2025 in the second half of the year. Overall, we expect that EUR 80 million of these operating model change will come to the PNL in total. Even though the market was going through a softer patch last year, especially the end of last year, we do remain very confident that the strategic choices we've made, they are the right ones, and that will take us to the right performance level that we're aiming at in 2030. Cash flow was good, very strong, EUR 581 million. Our balance sheet is also very solid, so good foundation for doing acquisitions just like the Severn acquisition that we announced late last year. Gearing is 35%.
If we double-click on the orders and the net sales comparable EBITDA, we can actually see that the PPS business, our automation and flow control business, account for roughly 28% of sales, but approximately 43% of EBITDA. From a margin perspective, Process Performance Solutions delivered a strong year, a very strong year, 19.6% margin for the full year. Biomaterial Solutions and Services, they maintained a stable margin last year of 10.3% comparable to the year before. Overall, we are quite happy with that end result. This translates into the official income statement. It looks like this, EUR 5.2 billion of net sales, 11.9% EBITDA margin, solid performance driven by new strategy.
Also, the balance sheet from a detailed perspective, EUR 6.6 billion, very strong financial position. It's driven by a strong cash flow, good business, and that gives the flexibility for continued investment into the business, into R&D, into CapEx, into M&A, and therefore a robust foundation for the future strategy execution. The chair talked a little bit about it, but I still wanna mention it again. We're very happy with this acquisition, you know, Severn. It is really, you know, spot on in terms of us executing our Lead the Way strategy. We were very excited about announcing it back in December last year, and it fits perfectly strategically for us. The good synergies, good growth opportunities when we put these two companies together.
With Severn coming in with, you know, strong severe service valve technologies, strong installation base, deep customer relationship, it really fits to what Valmet is all about. We're gonna be very happy when it closes. We still expect that to happen in Q2 this year. We had one question before on sustainability, let's just go a little bit more through it. I mean, climate targets, which we actually updated in 2025. We're reducing our emissions in our own operations. We're working closely with suppliers to lower their impact, and most importantly, we are working with and enabling our customers to achieve major carbon or greenhouse gas reductions through our technologies and services.
Now also, another update is actually we have a new robust science-based climate transition plan that drives our net zero ambition by 2040. I can see Retta smiling because she's a big driver behind that and keeping the roadmap updated all the time. To our dividend proposal. Our dividend policy states that we pay out at least 50% of the profit for the period. The board proposes that we pay out EUR 1.35 per share, translating into an 89% payout ratios and EUR 249 million in total dividend, unchanged from last year. The dividend will be paid or shall be paid in two installments, one in April and one in October.
Overall, the proposed dividend is fully consistent with our policy, and it reflects our confidence in Valmet's cash flow generating ability and strong long-term financial position. Now we've had a look at 2025 results. Let's talk a little bit about how we take Valmet into the future in terms of driving the growth, the profitability that we launched when we launched the strategy in 2025, the Lead the Way strategy. We launched it in June 5 at the Capital Markets Day last year, and it really was sort of the defining moment for us and a new beginning, a new chapter we're gonna write in the history books of Valmet. Let's take a closer look at it.
This strategy is a result of a lot of engagement with customers, employees around the world, getting input and actually sort of saying, "Okay, what can we do to make this sort of what are we all about?" It also resulted us in redefining our purpose. Our purpose is to transform industries towards a regenerative tomorrow. What do we mean with that? What do we mean with regenerative? We really mean reuse raw materials and use less raw materials. We live in a world where raw materials are finite, so we do need to become much better as a company, as a society, to reuse and use less of these resources. We're gonna deliver that purpose or on that purpose by focusing on two missions that is being driven by our two strategic segments.
The Biomaterial Solutions and Services are at the core of our customers with a mission to advance circularity, reuse resources. Process Performance Solutions deliver critical solutions to our customers with a mission to unlock resource efficiency with high-quality technologies, digital capabilities, and other customer-centric innovation that we actually do. We co-create some of these together with our customers. The strategy is built overall on four fundamentals. Customer success, which really is about solving the customer's problems in a better way than anyone else can do and more effectively to help them be successful in their markets. It's about lifecycle commitment. Like I talked about earlier today, it's about when our customers buy something from us, they don't buy a piece of equipment, they buy a production capability.
It might be bigger or smaller, but it's critical in all the things we sell, and they buy it for a long period of time, which can easily be 30-plus years. Therefore, how do we help our customers achieve and the most efficiency out of that equipment that they bought from us? That's what lifecycle commitment is all about. Global competitiveness really is to use the size of Valmet, you know, our global scale in driving efficiency, the cost competitiveness, and therefore being in a more competitive, better competitive situation, towards our customers and therefore having better growth. Fourth, I talked a bit about this cultural change, the accountability. It is just more dynamic than it's been for a very long period of time.
It is just every day something happens, and it really is hard to stay on top of things if you have to do it from the top. We need to have a fully empowered organization that makes the decisions, solve the problems where the problems are close to the problem as possible, rather than they come up the chain, and then we come down the chain with a decision on what they should do. They need to be fully empowered, but also accountable for taking on and driving the solution of all the problems that we encounter with. In short, Lead the Way is about focus, simplicity, customer success, and competitiveness. In order to drive those three things and execute the strategy, we have changed our operating model. We're delivering, as I said, the purpose with two missions, advancing circularity and unlocking resource efficiency.
We're driving the cost competitiveness with our global supply unit, where we're sort of consolidating all our biomaterial business, all the footprint where we have all our suppliers, all sourcing go via this unit. They have a target of seeking EUR 100 million of efficiency via sourcing and footprint actions. You might have noticed that Monday we actually did announce that we will reduce some of that footprint in Sweden and in Poland. Some will move here to Finland, and some will actually move to China, which is part of that driving that relentless cost competitiveness throughout the business. Finally, we have some overlaps in our functions, and overall, this meant that we unfortunately had to say goodbye to a thousand people, a thousand roles across the globe. We went from this 19,500 to 18,500 roughly.
That gave us a structural savings of EUR 80 million, of which the EUR 35 million we realized last year. Simplified, new structure, taking complexity out, taking cost out, driving cost competitiveness, that is part of delivering the strategy, which then should give better returns to shareholders. That also meant that we were setting bold new financial targets. We wanna grow 5% organically. We wanna deliver a 15% EBITDA margin, comparable EBITDA margin over the cycle, and that delivers then, if you do the math, 20% return on capital employed. With all this, we believe that Valmet is now in a stronger position to create long-term sustainable value for you, our shareholders, for the coming period. Finally, let's move to our guidance for 2026.
Valmet estimates that net sales in 2026 will remain at previous year's level, in comparison for 2025. Roughly EUR 5,197 million for 2025. Comparable EBITDA in 2026 will remain at previous year's level or increase in comparison for 2025, where we delivered EUR 620 million of comparable EBITDA. With that, I have full confidence in the strategy, I have full confidence in the team, I have full confidence all the Valmet peers around the world, and I'm really energized about leading Valmet and Lead the Way in the new strategy, for now and also for the future. Thank you very much for coming, and thank you very much for the trust of the past year.
Thank you, CEO Thomas Hinnerskov. We can open for questions.
The CEO has presented the company management and the strategy, operations, and the financial performance of 2025, and the CEO also presented the group financial statements and the key figures in that. Are there any requests for the floor on the CEO's review? I can see one here in the middle. Please wait for the microphone, and please tell us your name and the number of your voting slip.
Management and shareholders. My name is Ninni Kähkönen, and I am representing Teo Kurtén, voting ticket number 84. I am here in the capacity of Just Shift's steel specialist. Just Shift is a climate organization dedicated to accelerating the decarbonization of heavy industry by influencing Nordic steel buyers such as Valmet, institutional investors and public infrastructure projects. To begin, I would like to congratulate Valmet for its bold initiative to take the step from sustainability to regenerativity in its new strategy. It is excellent to see the concept of a regenerative economy integrated into the corporate strategy. Circularity is one aspect of regenerativity, and Valmet has set a target to use 85% lower emission recycled steel by 2030 in its own foundries.
While this is a positive step, the company remains vague on targets regarding the remaining 15% as well as the steel sourced from suppliers. The majority of greenhouse gas emissions originate from corporate supply chains, and Valmet is no exception. Steel, an extremely emissions-intensive material responsible for approximately 11% of global CO2 emissions, is a central material in Valmet's value chain, making up 66% of Valmet's emissions due to purchased goods and services. Valmet is, by the way, the first and so far the only Finnish company that we analyze in our annual sustainable steel scoreboard, which disaggregates its emissions from steel in its new climate transition plan. Congratulations on that. Near-zero-emission steel, however, the production is already technically feasible.
However, the emergence of a lead market is a bottleneck, slowing the shift in demand from carbon-based iron and steel production to low emission or eventually near zero emission steel. The creation of this lead market and investments in near zero emission steel production are fostered by clear demand signals, and such signals can be strengthened by joining buyer coalitions such as SteelZero or First Movers Coalition. I have come here to the AGM to ask, what concrete measures has Valmet taken to ensure the future availability of near zero emission steel? Last year, you referred to the project nature of Valmet's business model as an obstacle or at least a restrainer for procuring low emission steel. Therefore, my question this year is more precise.
For example, does Valmet intend to collaborate with or perhaps even invest in companies manufacturing low emission and eventually near zero emission steel, or join a buyer coalition to help drive the emergence of lead market? Thank you.
Thank you for the question. Very briefly in Finnish.
This is about the manufacturing of low emission steel or net zero emission, and what kind of collaborations Valmet is engaged in so that it can support low emission or emissionless steel production.
Thank you very much, Ninni. You were here last year as well, which I think shows the consistency, and that's of course also what is needed in this push. I'm very happy that you are recognizing that our new purpose really jives very well with what you're also trying to do within your organization. Clearly, you mentioned actually a lot of the good data. We had 82% last year in our own foundries in terms of low emission steel and have the ambition to go to 85. It doesn't maybe sound very much, and then what is the remaining 15%, and what are we gonna do with that? On top of then there is the suppliers as well as I read you. As you know, there are sort of
There are three parts to the equation that makes it challenging, and that's why it is not so just a sort of a switch but actually something we need to work with and are working with and continuing to work with. One is low emission steel. The availability in terms of the specification that we actually need is challenging. That's why the 15% is sort of pushing the barriers as it stands today in terms of the supply, really challenging in itself, also the 85. That's one part. The other part is sort of then the overall availability of low emission steel for the remaining. Our total footprint from the raw material is 65%, as you said, in terms of what we buy.
That availability, and then of course the last part, which is the additional cost in getting customers to actually buy into that this makes a lot of sense. We have a further challenge, which is the project business, which means that one year we buy this much, and the other year we buy that much. Where if we have an Arauco project that goes on, then we buy a lot of steel.
I think the answer, the short version to your answer is, I don't think really it is in the shareholders', interest, nor the sort of overall benefit of our business to invest into producing low emission steels, but we're very happy to go into a dialogue on how can we actually increase the availability of low emission steel, because that we would like to have. Thank you.
Thank you. Do we have further questions?
Further questions? I can't see any other questions. Thank you to Thomas Hinnerskov. We will then move on to the presentation of the auditor's report. Therefore, I will next ask Mr. Pasi Karppinen, auditor and sustainability reporting auditor, to give his review and to read the opinion part of his auditor's report.
Chairman, shareholders, it is very nice for me to be back here presenting the auditor's report and the assurance report on sustainability statement. I am Pasi Karppinen from PricewaterhouseCoopers. With the mandate you gave me last year, I have been taking care of these things. Thank you for that again. We have carried out the audit according to plan and reported on it during the financial period to the audit committee of the board, as well as then to the shareholders.
Our auditor's report is included in the annual report on pages 101 through 105, and the audit has been carried out so that it has covered the majority of the group's turnover assets and liabilities, and it included 12 group companies in 7 countries. These countries were Finland, Sweden, the United States, Canada, Brazil, China, and Italy. Globally, there were approximately 150 PricewaterhouseCoopers specialists in the audit, and the audits were either carried through our group or the local companies in line with the instructions from the group. The auditor's report extensively reports the audit procedure and also raises the key audit matters. These were, this year, the accounting for long-term projects and long-term service contracts, as well as goodwill valuation. I will finally read the opinion part of the auditor's report.
In our opinion, the consolidated financial statements give a true and fair view of the group's financial position, financial performance, and cash flows in accordance with IFRS accounting standards as adopted by the EU. The financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. We then move on to the other business, so the sustainability report and its assurance, and this report can be found in the annual review on page 18 onwards, and it is part of the company's annual report. The company, for the second time now, has drawn up this assured sustainability statement, but has reported on sustainability issues extensively before that too.
We at PwC have carried out limited procedures, and I will now read the suitable parts of our opinion on this. It is the following: Based on the procedures we've performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the group sustainability report does not comply in all material respects with the requirements laid down to it. Thank you. This was the presentation of the auditor's report and the sustainability reporting assurance report.
Thank you, Pasi Karppinen. Any questions for Mr. Karppinen on auditing? I can't see any requests for the floor. Thank you, Pasi.
The CEO's review of the financial statements are attached to the minutes, and I declare that the financial statements, the consolidated financial statements, the report of the board of directors, the auditor's report, and the sustainability reporting assurance report have been presented to the general meeting. We move on to item 7, adoption of the financial statements and the consolidated financial statements. Can the annual accounts and the consolidated financial statements be adopted as presented? Taking into account the votes cast in advance, the financial statements and the consolidated financial statements can be approved in the form they were presented. Any requests for the floor? Hence, now, adopted, approved. Hence, the financial statements, the consolidated financial statements for 2025 are approved.
At item eight, we shall discuss the resolution or the use of the profit shown on the balance sheet and the distribution of funds. In the previous presentation, it was already mentioned briefly what the dividend proposal is. The Board is proposing that for the financial period that ended on the 31st of January 2025, EUR 1.35 per share be given out as dividends, and the rest will stay in the equity of the company. This will be given out in two installments, so that the first installment of EUR 0.68 per share be paid to shareholders who on the dividend record date on March the 27th, 2026 are registered in the company shareholders register.
The payment date would be the 26th of March, and the second installment would be paid out in October 2026, as you can see on the screen in more detail. Now, any requests for the floor on this dividend proposal? I can't see any requests, so I take it we can approve the board's proposal. We then move on to item nine, resolution of the discharge of the members of the Board of Directors and the President and CEO from liability. According to the Finnish Companies Act and the company's articles of association, the general meeting is responsible for granting discharge. This concerns all persons who acted as members of the board or as the President and CEO.
Pekka Vauramo as Chairman, Annika Paasikivi as the Vice Chair, Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Timo Nieminen, Monika Maurer, Bernd Eikens, Jonas Gustavsson, as well as Per Lindberg, who acted as the member until March 26, 2025, and Mikael Mäkinen as Chairman of the board until the aforementioned date, and Jaakko Eskola as the Vice Chairman until the 26th of March, and Thomas Hinnerskov, the President and CEO. Can this charge be granted? Any requests for the floor? Discharge, I believe, is hence granted. Granted. Then item 10, adoption of the remuneration report for governing bodies. According to the Companies Act, the general meeting of a listed company must decide on the approval of the remuneration report.
The remuneration report for 2025 has been available to the participants of the meeting on the company website since February 24, when it was published as a stock exchange release. I note that the resolution on the remuneration report is advisory and will be annexed to the minutes. Next, I invite the Chair of the Board’s People and Remuneration Committee to present the main points of the remuneration report. Annika Paasikivi.
Thank you, Chair. Distinguished shareholders of Valmet, I have been acting as the chairperson of Valmet’s People and Remuneration Committee since the annual general meeting last year, and therefore I will present to you the key principles and results of the remuneration report.
The remuneration report gives a transparent view on how the remuneration practices of the company support the execution of Valmet's strategy, the long-term performance, and the growth of shareholder value. The remuneration of the CEO also complies with these principles. A significant part of the CEO remuneration is based on variable pay components, short and long-term incentives, through which his remuneration is closely tied to Valmet's financial result and value creation. In addition, the CEO is required to hold a number of shares to ensure that his interests align with those of the shareholders. The company CEO does not yet own any or hold any shares of Valmet, but this will be corrected at the latest in March 2027.
A key point to note regarding the 2025 total compensation is that no long-term incentive payments were made due to a change in the performance period of the incentive plan. Valmet transitioned its long-term incentive bonuses to a three-year performance period, which is of course in line with the expectations of the shareholders, of the long-term nature of the compensation. Consequently, the only variable pay component was the short-term bonus based on the results and targets for 2024. The CEO's total compensation last year consisted of a fixed annual salary, a short-term bonus, and a supplementary pension. The remuneration report as a whole depicts how Valmet's remuneration system supports the long-term success of the company. It guides the management and personnel to reach the key strategic goals and ensures that remuneration is as transparent and reasonable.
Last year, as we have heard, was a time of significant changes to Valmet. In July, we completed the largest renewal of operating model in the history of the company. I want to thank all the personnel of Valmet for a good collaboration during this exceptional year, and I also want to thank the 980 persons who in that connection left the company. There were also changes in the executive leadership team. Tero Kokko, Janne Pynnönen, and Petri Paukkunen stepped down. I want to thank them for their significant contribution to Valmet's success. Of course, in this connection, I also want to welcome the new executive leadership team members, Rasmus Oksala and Jon Jested-Rask. Finally, I want to thank you, shareholders, for your consistent support to Valmet's success. Thank you.
Thank you. The Chair of the Board's People and Remuneration Committee, Annika Paasikivi, are there any questions or comments on the remuneration report? I can't see any requests for the floor. I take it we can approve the remuneration report. The shareholders' nomination board has proposed resolutions on these agenda items, which have been published in a stock exchange release on December 19, 2025. I now ask Markus Melkko from Oras Invest Oy, chairman of the nomination board, to report on the work of the nomination board and present the nomination board's proposals. Markus, the floor is yours.
Thank you, Chair. Distinguished shareholders, my name is Markus Melkko. I'm the CEO of Oras Invest, and I have chaired the shareholders' nomination board of Valmet during the past financial year. The nomination board consists of representatives of the four largest shareholders, their appointed representatives, as well as the chairman of the board. In addition to myself, there is Markus Aho, who is the investment director of Varma Mutual Pension Insurance Company; Mikko Mursula, the CEO of the Ilmarinen Mutual Pension Insurance Company; and Toni Nurmi, the investment director of Solidium Oy. The nomination board convened three times, and the attendance rate was a full 100%. I will now move on to the proposal regarding the remuneration of the board of directors.
The nomination board proposes that the annual remuneration for the members of the Board to be elected in this meeting will be increased as follows, EUR 163 thousand for the Chair of the Board, it used to be EUR 155 thousand, EUR 90 thousand for the Vice Chair of the Board, it used to be EUR 85,500, and EUR 71 thousand for other Board members, it used to be EUR 68 thousand.
Furthermore, the nomination board proposes 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% of the fixed annual remuneration for purchasing Valmet shares at a price formed on a regulated market on the official list of Nasdaq Helsinki Ltd, and that the purchase be carried out within two weeks from the publication of the interim review for the period from January 1 to March 31, 2026.
The nomination board also proposes that a base fee of EUR 7,800 shall be paid for each member of the Audit Committee and EUR 17,800 for the chair of the Audit Committee, and a base fee of EUR 4,500 to each member of the Remuneration and HR Committee, and EUR 9,000 to the chair of the Remuneration and HR Committee. In addition, the nomination board proposes that a meeting fee in the amount of a meeting fee for each meeting of the board or the board committees, and the amount is place-based on the place of residence of those members.
EUR 1000 for those whose place of residence is in the Nordic countries, EUR 1800 to those members whose place of residence is elsewhere in Europe, and EUR 3500 per meeting for those members whose place of residence is outside of Europe. For meetings in which a board member participates via remote connection, including the meetings of the committees, the nomination board proposes that a meeting fee of EUR 1000 be paid to board members. Now to the proposal regarding the composition of the board. I will now discuss the proposals concerning the number of members in the board of directors and the composition of the board.
The nomination board proposes to the annual general meeting that the number of members of the board of directors for the term expiring at the close of the annual general meeting 2028 be eight. For the term, the same term, Anu Hämäläinen, Pekka Kemppainen, Annareetta Lumme-Timonen, Monika Maurer, Annika Paasikivi, Pekka Vauramo, Bernd Eikens, and Jonas Gustavsson be re-elected as board members. Pekka Vauramo be re-elected as the Chair of the board, and Annika Paasikivi re-elected as Vice Chair of the board. If any nominee becomes unavailable, the board size would be reduced accordingly, and the remaining nominees would 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 that in addition to the competencies of the individual members, the board as a whole would have suitable competency and competence for the benefits of the company. The board has assessed and concluded that all proposed members are independent of the company at the time of the proposal, and all proposed members are also independent of significant shareholders, with the exception of Annareetta Lumme-Timonen, who is the investment director of Solidium Oy, and Annika Paasikivi, who is the Executive Chair of the board at 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 in compliance with the Finnish Corporate Governance Code.
Thank you, Chairman of the Shareholders' Nomination Board. Are there any questions or comments regarding Markus Melkko's presentation? I don't see any requests for the floor. Thank you, Markus Melkko, and we will start to formally handle each of these agenda items. We are now at item 11, resolution on the remuneration of the members of the Board of Directors. Mr. Melkko just presented the proposal. Are there any requests for the floor concerning that proposal? I don't see any, so we will adopt the proposal by the Shareholders' Nomination Board and the Board of Directors. Item 12 is about resolution resolving on the number of members on the Board of Directors.
The nomination board has proposed that the board of directors should consist of eight members. Are there any requests for the floor?
Apparently not. We have adopted this proposal. On we go to item 13, which is the election of the members of the board of directors.
The nomination board proposes that the former board members be re-elected and that Pekka Vauramo be re-elected as the Chair and Annika Paasikivi be re-elected as the Vice Chair of the board. Are there any requests for the floor?
I don't see any requests for the floor, so I assume we can adopt this proposal. Adopted. On we go to item 14, which is about resolving on the remuneration of the auditor.
Based on the proposal of the Audit Committee of the Board of Directors, the board proposes that the auditor's fee be paid in accordance with the auditor's invoice and the principles approved by the Audit Committee. Are there any requests for the floor?
I don't see any, so I assume we can adopt this proposal. Adopted. Item 15, election of the auditor. According to Article 7 of the Articles of Association, the term of the current auditor expires at the end of this annual general meeting. The company must have one auditor who must be an auditing firm approved by the Finnish Patent and Registration Office. The auditor so far has been PricewaterhouseCoopers Oy, and the principal auditor has been Pasi Karppinen, authorized public accountant.
The board is proposing that PricewaterhouseCoopers Oy be re-elected as the auditor of the company. PricewaterhouseCoopers has announced that Pasi Karppinen, who has given his consent to this task, would act as the principal auditor. Can we adopt this proposal? There is a request for the floor. Please state your name and voting slip number.
Jarmo Kiiski, voting slip number 100. I have nothing against the board's proposal, but I would like to see voluntary opinions from the auditor that they are in favor of the dividend proposal and that the financial statements have been correctly prepared.
Thank you. These will certainly be taken into consideration by the auditor. Any other requests for the floor? I see one in the middle. Can I have the microphone there? Please state your name and the number of your voting slip.
Distinguished Chair, ladies and gentlemen. My name is Pekka Jaakkola and my voting slip number is 79. Is it the case that PricewaterhouseCoopers and the principal auditor have only been in this function for a short time in Valmet?
Yes. According to my notes, the company organized a selection procedure for the auditor regarding the audit for 2024, and PricewaterhouseCoopers Oy was reelected to continue as the auditor. Does Pasi Karppinen want to complement this answer on behalf of the auditor? Now, Pasi Karppinen is not speaking in the microphone, so the interpreter is not able to hear what he's saying. Thank you, Pasi. Any other requests for the floor? I don't see any, so I assume we can adopt the proposal regarding the election of the auditor. Adopted.
In item sixteen, we shall resolve on the remuneration of the sustainability reporting assurance provider. Based on the proposal of the audit committee of the board, the board proposes that the sustainability reporting assurance provider be paid a fee in accordance with the sustainability reporting assurance provider's invoice and the principles approved by the audit committee. Are there any requests for the floor? Apparently not. The proposal has been adopted. Item seventeen is about electing the sustainability reporting assurance provider. The general meeting must elect an assurance provider of sustainability reporting whose term of office expires at the end of the annual general meeting following the election. The authorized sustainability audit firm, PricewaterhouseCoopers Oy, with authorized sustainability auditor Pasi Karppinen, as the responsible sustainability auditor, has acted as the sustainability reporting assurance provider.
The board proposes that our authorized sustainability audit firm, PricewaterhouseCoopers Oy, be reelected as the sustainability reporting assurance provider of the company. They have informed us that Pasi Karppinen would continue as the responsible sustainability auditor. I don't see any requests for the floor, so I assume we can adopt the proposal. Adopted. That brings us to item eighteen, authorizing the board of directors to resolve on the repurchase of the company's own shares. The board of directors has proposed that it be authorized to decide on the acquisition of the company's own shares, and the proposal is shown on the screen. The authorization concerns a maximum of 9,200,000 shares, which corresponds to approximately 5% of all the shares.
It is proposed that a maximum of 500,000 shares may be repurchased to be used as a part of the company's incentive schemes. Are there any requests for the floor? I don't see any, so I assume we can adopt this proposal. Item nineteen is about another authorization, namely authorizing the Board of Directors to resolve on the issuance of shares as well as the issuance of special rights entitling to shares. You can see the proposal on the screens. The Board is proposing that the annual general meeting authorize the Board of Directors to resolve on the repurchase of the company's own shares in one or several tranches, and this authorization would concern a maximum of 18,500,000 shares, which corresponds to approximately 10% of all shares in Valmet.
A maximum of 500,000 shares could be used as a part of the company's incentive schemes, which corresponds to approximately 0.3% of all the shares in the company. This authorization would be in force until the close of the next annual general meeting and cancel the previous corresponding authorization. Are there any requests for the floor? I don't see any, so I assume we can adopt this proposal. Adopted. The last actual agenda item is the proposal by the nomination board for amending the charter of the nomination board that was shown already earlier. The nomination board has proposed that the charter of the nomination board be amended.
The current charter of the nomination board provides that the day for determining the shareholders qualified to appoint members for the nomination board is July 1. 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. Are there any requests for the floor? I don't see any, so I assume we can adopt this proposal. It has been adopted. We have thus reached the end of the meeting. The items listed in the notice of the meeting have been dealt with, and no further matters will be handled at the meeting.
The minutes of this annual general meeting will be available for inspection by shareholders on the company's website no later than two weeks after the meeting. In other words, on April 8, 2026. I would like to thank all the participants and declare the meeting closed at 3:22 P.M. Thank you for my part, and this marks the closure of the meeting. Please exit the room on through the doors on my left. Thank you.