Decisions by Neles Corporation’s Annual General Meeting 2021; AGM decided to distribute a minority dividend
Neles Corporation, Stock exchange release, March 26, 2021 at 2:35 pm EET
Neles Corporation’s (“Company”) Annual General Meeting (“AGM”) was held on March 26, 2021, at the Company’s headquarters in Vantaa. In order to prevent the spread of the Covid-19 pandemic, shareholders or their proxy representatives could not be present at the venue of the meeting. Shareholders and their proxy representatives could participate in the meeting and exercise shareholder rights only by voting in advance or making counterproposals and presenting questions in advance. A total of 472 shareholders representing 94,595,900 shares and votes were represented at the meeting.
The AGM adopted the financial statements and the consolidated financial statements and granted the Company’s Board of Directors and the President and CEO discharge from liability for the financial period 1 January 2020 – 31 December 2020.
The majority of votes were against the approval of the Company's Remuneration Report in the advisory vote.
Dividend
Based on the shareholder vote concerning minority dividend, the AGM decided in deviation from the proposal of the Board of Directors that a minority dividend corresponding to eight (8) percent of the Company's equity shall be paid in accordance with Chapter 13, Section 7 of the Companies Act. The amount of minority dividend is EUR 0.2205 per share. The dividend shall be paid to shareholders who on the dividend record date March 30, 2021 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 8, 2021. All the shares in the Company are entitled to the dividend with the exception of shares held by the Company on the dividend record date.
Remuneration of members of the Board of Directors
The AGM decided in accordance with the proposal of the Shareholders’ Nomination Board that the annual remuneration payable to the members of the Board of Directors for the upcoming term will remain unchanged as follows:
- Chair of the Board: EUR 115,000
- Vice-Chair of the Board: EUR 65,000
- Other members of the Board of Directors: EUR 50,000 each
It was further decided in accordance with the proposal of the Shareholders’ Nomination Board that an additional annual remuneration be paid to the members of the Board of Directors that are elected as members of the Audit Committee and the Remuneration Committee as follows:
- Chair of the Audit Committee: EUR 15,000
- Members of the Audit Committee: EUR 7,500 each
- Chair of the Remuneration Committee: EUR 7,500
- Members of the Remuneration Committee: EUR 3,750 each
The AGM decided in accordance with the proposal of the Shareholders’ Nomination Board that as a condition for the fixed annual remuneration, the members of the Board are obliged, directly based on the AGM's decision, to use approximately 40% of the total annual remuneration for purchasing Company’s shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the Company’s Half Year Review. The Company will compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases. The tax deduction for the entire annual fee will be made from the cash amount.
It was further decided in accordance with the proposal of the Shareholders’ Nomination Board that a meeting fee in the amount of EUR 800 will be paid for each virtual Board and Committee meeting. If physical presence of the Board member is required, the meeting fee will be paid as follows:
- Board members residing in the Nordic countries: EUR 800 for each meeting
- Board Members residing in other European countries: EUR 1,600 for each meeting
- Board Members residing outside Europe: EUR 3,200 for each meeting.
The meeting fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.
Composition of the Board of Directors
The AGM decided, in accordance with the proposal of the Shareholders' Nomination Board, that the number of members of the Board of Directors shall be seven.
In accordance with the proposal of the Shareholders’ Nomination Board, the AGM elected Jaakko Eskola as Chair of the Board of Directors, Perttu Louhiluoto as Vice Chair of the Board of Directors, and Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon as members of the Board of Directors.
Members of the Board of Directors are presented in more detail on Neles’ website at: www.neles.com/investors/governance/board/
Election of Auditor and their remuneration
In accordance with the proposal of the Board of Directors, the AGM resolved to re-elect Ernst & Young Oy, authorized public accountants, as auditor for a term ending at the end of the following AGM. Ernst & Young Oy has notified that Toni Halonen, APA, will act as the principal auditor of the Company. The remuneration for the auditor will be paid against the invoice approved by the Audit Committee.
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The AGM decided, in accordance with proposal of the Board of Directors, to authorize the Board of Directors to decide on the repurchase of the Company’s own shares as follows.
The number of own shares to be repurchased shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the Company. Own shares can be repurchased also otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a market-based price.
Shares may be repurchased in order to develop the Company’s capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company’s incentive schemes.
The repurchased own shares may be held by the Company, cancelled, or transferred further.
The Board of Directors was authorized to decide on all other matters related to the repurchase of own shares. The authorization is effective until June 30, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the repurchase of the Company's own shares.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
In accordance with the proposal by the Board of Directors, the AGM authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows.
The number of shares to be issued either directly or on the basis of special rights entitling to shares shall not exceed 15,000,000 shares in aggregate, which corresponds to approximately 10 percent of all of the shares in the Company.
The Board of Directors was authorized to decide on all the conditions of the issuance of shares and of special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The authorization is effective until June 30, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the issuance of shares and the issuance of special rights entitling to shares.
Amendment of the Articles of Association
The AGM decided that 8 § of the Articles of Association of the Company be amended to read as follows:
“8 § Place of the shareholders' meeting and advance notice
The Company's shareholders' meetings may be held in Helsinki, Espoo or Vantaa.
Notice of a shareholders' meeting shall be given to the shareholders by publishing a notice on the Company's Internet site or in one or several widely circulated newspaper/s named by the Board of Directors or otherwise verifiably no earlier than three (3) months and no later than three (3) weeks before the shareholders' meeting, but, in any case, at least nine (9) days before the record date of the shareholders' meeting, referred to in Chapter 5, Section 6a of the Companies Act.
To attend a shareholders' meeting, a shareholder shall register with the Company no later than on the day stated in the notice to the meeting which may not be earlier than ten (10) days before the shareholders' meeting."
Minutes of the AGM
The minutes of the AGM will be available on the Company’s website at the address www.neles.com/agm on April 9, 2021, at the latest.
Vantaa, March 26, 2021
NELES CORPORATION
For more information, please contact:
Elisa Erkkilä, General counsel, Neles Corporation, Tel. +358 40 754 4411
Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 576 million in 2020. Neles employs about 2,850 people in approximately 40 countries.