Decisions by Neles Corporation’s Annual General Meeting 2022
Neles Corporation, Stock exchange release, March 22, 2022 at 11:15 am EET
Neles Corporation’s (“Company”) Annual General Meeting (“AGM”) was held on March 22, 2022, at the Company’s headquarters in Vantaa. In order to prevent the spread of the Covid-19 pandemic, shareholders and their proxy representatives could not be present at the venue of the meeting. Shareholders and proxy representatives could participate in the meeting and exercise their shareholder rights only by voting in advance as well as by submitting counterproposals and presenting questions in advance. A total of 310 shareholders representing 98,519,061 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 2021 – 31 December 2021.
The AGM approved the Company’s Remuneration Report in the advisory vote.
Dividend
The AGM decided to pay dividends of EUR 0.266 per share for the financial period ended on December 31, 2021.The dividend shall be paid to shareholders who on the dividend record date March 24, 2022 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on March 31, 2022. All the shares in the Company are entitled to a dividend except for shares held by the Company on the dividend record date.
Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
The AGM resolved to authorize the Board of Directors of Neles to resolve, before the execution of the merger, on an extra distribution of funds not exceeding EUR 2.00 per share to be paid either as dividend from the Company’s retained earnings or return of equity from the Company’s fund for invested unrestricted equity or a combination of the two. The authorization is in force until the opening of the next Annual General Meeting of the Company.
Neles will separately publish its Board of Directors’ resolution to distribute funds based on the authorization and will simultaneously confirm the record and payment dates applicable to the extra distribution. Funds paid on the basis of the authorization will be paid to shareholders who are registered as shareholders in Neles’ shareholders’ register on the record date of the distribution of funds.
Remuneration of members of the Board of Directors
The AGM decided in accordance with the proposal of the Shareholders’ Nomination Board that the same fixed annual remuneration be paid to the members of the Board of Directors as in the previous term. The remuneration to be paid would be calculated pro rata to the length of the term of office based on the following annual remuneration:
- 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 and HR 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
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:
- a fee of EUR 800 be paid to the members of the Board that reside in the Nordic countries
- a fee of EUR 1,600 be paid to the members of the Board that reside in other European countries
- a fee of EUR 3,200 be paid to the members of the Board that reside outside Europe.
The fixed annual remuneration and 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 six.
In accordance with the proposal of the Shareholders’ Nomination Board, the AGM re-elected Jaakko Eskola as Chair of the Board of Directors, and Anu Hämäläinen as Vice Chair of the Board of Directors, and Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon were re-elected 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 next Annual General Meeting. 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, 2023, and it cancels the authorization given by the AGM on March 26, 2021 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 decides 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, 2023, and it cancels the authorization given by the AGM on March 26, 2021 to decide on the issuance of shares and the issuance of special rights entitling to shares.
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 5, 2022, at the latest.
Vantaa, March 22, 2022
NELES CORPORATION
For more information, please contact:
Elisa Erkkilä, General Counsel, Neles Corporation, Email: elisa.erkkila@neles.com. 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 611 million in 2021. Neles employs about 2,950 people in approximately 40 countries.