Neles Corporation: Notice to the Annual General Meeting 2021

Wed, Mar 03, 2021 09:15 CET

Neles Corporation, Stock exchange release, March 3, 2021 at 10:15 a.m. EET

Notice is given to the shareholders of Neles Corporation (“Neles” or “the Company”) to the Annual General Meeting to be held on Friday, March 26, 2021 at 2.00 p.m. at Neles Corporation’s headquarters, Vanha Porvoontie 229, 01380 Vantaa, Finland. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue.

The Board of Directors of the Company has resolved on the exceptional procedures for the meeting based on the temporary legislative act to limit the spread of the COVID-19 pandemic (677/2020) approved by the Finnish Parliament on September 15, 2020, which entered into force on October 3, 2020. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into consideration the health and safety of its shareholders, personnel and other stakeholders.

Shareholders and their proxy representatives may participate in the meeting and exercise their shareholder rights only by voting in advance as well as by submitting counterproposals and questions in advance. Instructions for shareholders are presented in this notice under Section C of this notice and on the Company's website.

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

The greeting of the Chair of the Board of Directors to the shareholders will be available in Finnish on Neles Corporation’s website at the address www.neles.com/yk no later than on March 13, 2021 at 10 a.m.

2. Calling the meeting to order

Seppo Kymäläinen, attorney-at-law, will act as the Chair of the Annual General Meeting. In case Seppo Kymäläinen would not be able to act as the Chair of the meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.

3. Election of person to scrutinize the minutes and to supervise the counting of votes

Elisa Erkkilä, General Counsel of the Company, will scrutinize the minutes and supervise the counting of votes at the Annual General Meeting. Should Elisa Erkkilä be prevented from scrutinizing the minutes and supervising the counting of votes due to a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

The shareholders who have voted in advance within the advance voting period and who have the right to participate in the Annual General Meeting pursuant to Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have been represented at the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020

Because participation in the Annual General Meeting is possible only in advance, the Company’s Annual Report, which was published on March 3, 2021, and included the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report, is deemed to have been presented to the Annual General Meeting.

The Annual Report, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report, is available on Neles Corporation’s website at the address www.neles.com/agm.

A video recording of the President and CEO’s review will be available in Finnish on Neles Corporation’s website at the address www.neles.com/yk no later than on March 13, 2021 at 10 a.m.

7. Adoption of the Financial Statements and the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Company’s distributable funds on December 31, 2020 totaled approximately EUR 362.9 million.

The Board of Directors proposes that a dividend of EUR 0,18 per share be paid based on the balance sheet to be adopted for the financial year, which ended December 31, 2020. 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 a dividend with the exception of the shares held by the Company on the dividend record date.

As the Board of Directors has proposed a dividend that is below the amount of minority dividend under Chapter 13, Section 7 of the Finnish Companies Act, shareholders have the right to demand a minority dividend instead of the dividend proposed by the Board of Directors. The minority dividend must be distributed to all shareholders, if a demand to this effect is supported by shareholders who have at least one tenth of all shares. The aggregate amount of minority dividend is approximately EUR 33.1 million or EUR 0.22 per share, which corresponds to eight percent of the Company's equity. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial year ended on December 31, 2020

10. Presentation and adoption of the remuneration report

Because participation in the Annual General Meeting is possible only by voting in advance, the Company’s remuneration report, which was published on March 3, 2021, is deemed to have been presented to the Annual General Meeting. The Annual General Meeting’s resolution on the remuneration report is advisory.

The remuneration report is available on Neles Corporation’s website at the address www.neles.com/agm.

11. Resolution on the remuneration of members of the Board of Directors

Fixed annual remuneration

The Shareholders’ Nomination Board proposes that the same fixed annual remuneration be paid to the members of the Board of Directors as in the previous term, i.e. 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

An additional annual remuneration is proposed for 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

The Shareholders' Nomination Board proposes that as a condition for the fixed annual remuneration, the members of the Board of Directors be obliged, directly based on the Annual General Meeting's decision, to use approximately 40% of the total annual remuneration for purchasing Neles’ 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 Neles’ Half Year Review. Neles Corporation is proposed to 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.

Meeting fees

The Shareholders' Nomination Board further proposes that a meeting fee of EUR 800 be paid for each virtual Board and Committee meeting (e.g., by a conference call or meeting application). If physical presence of the Board member is required, the meeting fees 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 meeting fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.

12. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that the number of members of the Board of Directors shall be seven.

13. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes that:

Jaakko Eskola be elected as the Chair
Perttu Louhiluoto be elected as Vice-Chair
Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon be re-elected as Board members.

The CVs of Jaakko Eskola and Perttu Louhiluoto are available on Neles Corporation’s website at the address www.neles.com/agm.

The proposed Board members have all given their consent to be elected. It is noted that Jukka Moisio, Britta Giesen and Petter Söderström have informed the Nomination Board that they are not available for re-election to Neles’ Board of Directors.

All proposed Board members have been assessed to be independent of the Company. With the exception of Jukka Tiitinen and Niko Pakalén, the proposed Board members are independent of significant shareholders. Jukka Tiitinen has been assessed to be dependent on Valmet Corporation due to his position of Area President, Asia Pacific of Valmet Corporation. Niko Pakalén has been assessed to be dependent on Cevian Capital Partners Ltd due to his position of Partner at Cevian Capital AB.

14. Resolution on the remuneration of the Auditor

Based on the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the remuneration to the auditor be paid against the invoice approved by the Audit Committee.

15. Election of the Auditor

Based on the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that Ernst & Young Oy, authorized public accountants, be re-elected auditor of the Company. Ernst & Young Oy has notified that Mr. Toni Halonen, APA, would act as principal auditor of the Company.

16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 decides 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 Annual General Meeting on June 16, 2020 to decide on the repurchase of the Company's own shares.

17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 per cent 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, 2022, and it cancels the authorization given by the Annual General Meeting on June 16, 2020.

18. Resolution on Articles of Association

The Board of Directors proposes to amend 8 § of the Articles of Association 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."

19. Closing of the meeting

B. Documents of the General Meeting

The proposals for resolutions on the matters on the agenda of the Annual General Meeting, this notice as well as the Annual Report of Neles Corporation, including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors, the Auditor’s Report and remuneration report, are available on Neles Corporation’s website at the address www.neles.com/agm. A copy of the Annual Report will be delivered to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website from April 9, 2021 at the latest.

C. Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the meeting will be organized so that it is not possible for shareholders or their representatives to participate at the meeting venue in person. It is also not possible for shareholders and their representatives to participate in the meeting through real-time technical connection. Shareholders and their representatives can only participate in the meeting and use their shareholder rights by voting in advance as well as by making counterproposals and presenting questions in advance by following the instructions presented below.

1. The right to participate in the Annual General Meeting

Each shareholder who is registered on March 16, 2021 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may not participate in the Annual General Meeting by any other means than by voting in advance in the manner instructed below as well as by submitting counterproposals and questions in advance.

2. Registration and voting in advance

The registration period and advance voting period commence on March 9, 2021 at 10.00 a.m., after the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the Company's shareholders’ register and who wishes to participate in the Annual General Meeting by voting in advance must register for the meeting by giving a prior notice of participation and by delivering his/her votes no later than on March 22, 2021 at 2.00 p.m., by which time the notice and votes need to be received by the Company.

In connection with the registration, a shareholder shall provide the requested information, including his/her name, personal identification number or business identity code, address and telephone number as well as the name and personal identification number of a possible proxy representative. The personal data submitted to Neles Corporation and Euroclear Finland Oy by shareholders is used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders who have a Finnish book-entry account, may register and vote in advance on certain matters on the agenda of the Annual General Meeting during the period from March 9, 2021 at 10.00 a.m. until March 22, 2021 at 2.00 p.m. by the following means:

a) through Neles Corporation’s website at the address www.neles.com/agm

For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may register and vote by logging in with his/her Finnish online banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

b) by email or regular mail

A shareholder may send the advance voting form available on Neles Corporation’s website or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous/Neles P.O. Box 1110, FI-00101 Helsinki, Finland.

The advance voting form is available on the Company’s website at the latest from March 9, 2021 10:00 a.m. onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

If a shareholder participates in the Annual General Meeting by sending votes in advance by email or by regular mail to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that it includes the above-mentioned information required for registration and advance voting.

Terms and instructions relating to advance voting may also be found on Neles Corporation’s website at the address www.neles.com/agm.

3. Use of proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her shareholder rights by way of proxy representation. A proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents are requested to be delivered by email to the address yhtiokokous@euroclear.eu or by mail to the address Euroclear Finland Oy, Yhtiökokous/Neles, P.O. Box 1110, FI-00101 Helsinki, Finland, before the end of the registration period, by which time the proxy documents must be received by Euroclear Finland Oy.

4. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, March 16, 2021, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register maintained by Euroclear Finland Oy by March 23, 2021 at 10:00 a.m., at the latest. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request, without delay, the necessary instructions regarding the registration in the shareholders’ register of the Company, the issuing of proxy authorization documents and registration for the Annual General Meeting from his/her custodian bank.

The account management organization of the custodian bank shall register a holder of nominee registered shares wishing to participate in the Annual General Meeting to be temporarily entered into the shareholders' register of the Company by the above specified time at the latest. In addition, the account management organization of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee registered shares within the registration period applicable to nominee registered shares.

5. Counterproposals

Shareholders who hold at least one hundredth of all the shares in the Company have the right to make a counterproposal to the resolution proposals on the agenda of the Annual General Meeting, which will be put to a vote. Such counterproposals must be delivered by email to the address agm@neles.com or by mail to the address Neles Corporation, AGM, P.O. Box 304, FI-01301 Vantaa, Finland by no later than on March 8, 2021 at 12.00 noon, by which time the counterproposals must be received. Shareholders submitting a counterproposal must in connection with delivering the counterproposal present sufficient evidence of their shareholdings.

The counterproposal will be addressed by the Annual General Meeting on the precondition that the shareholder has the right to participate in the Annual General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all the shares in the Company on the record date of the Annual General Meeting. If the counterproposal is not addressed by the Annual General Meeting, votes in favor of the counterproposal will be disregarded.

The Company will publish possible counterproposals to be put to a vote on Neles Corporation’s website at the address www.neles.com/agm by no later than March 9, 2021 10.00 a.m.

6. Questions

A shareholder may submit questions pursuant to Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the meeting until March 12, 2021 4.00 p.m., by email to the address agm@neles.com or by mail to the address Neles Corporation, AGM, P.O. Box 304, FI-01301 Vantaa, Finland. Such questions by shareholders and responses by the Company's management to such questions as well as counterproposals other than those to be put to a vote will be available on Neles Corporation’s website at the address www.neles.com/agm on March 17, 2021 at 4.00 p.m., at the latest. As a precondition to submitting questions and counterproposals, the shareholder must provide sufficient information of his/her shareholding.

7. Other Information

The information concerning the Annual General Meeting required under the Companies Act and the Securities Markets Act is, available on the Company's website at www.neles.com/agm.

On the date of the notice, March 3, 2021, the total number of shares and votes in Neles Corporation is 150,348,256. The total amount includes 150,361 own shares held by the Company. Such own shares held by the Company do not have voting rights.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights held in the Annual General Meeting.

Vantaa, March 3, 2021

NELES CORPORATION

Board of Directors

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.