Proposals by the Board of Directors to the Neles Corporation Annual General Meeting 2022
Neles Corporation, Stock exchange release, February 4, 2022, at 09:05 a.m. EET
Proposals by the Board of Directors to the Annual General Meeting 2022
The Annual General Meeting ("AGM") of Shareholders of Neles Corporation (“Neles” or the “Company”) is planned to be
held on Tuesday, March 22, 2022. The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the legislative act concerning temporary deviations from the Finnish Companies Act (375/2021).
The AGM will be held without the presence of shareholders or their representatives in order to hold the meeting in a predictable manner, taking into consideration the health and safety of the Company's shareholders, personnel and other stakeholders. This means that the shareholders of the Company and their proxy representatives may participate in the AGM and exercise their shareholder rights only by voting in advance as well as by submitting counterproposals and presenting questions in advance.
The Company will publish the notice to the AGM on or about February 23, 2022 with more detailed information on participation and voting at the meeting. The notice to the AGM will also include more detailed information on submitting counterproposals and presenting questions. The deadline for presenting counterproposals is planned to be on February 28, 2022 at 12:00 noon (Finnish time), and the deadline for presenting questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act to the Company's management is planned to be on March 8, 2022 at 4.00 p.m. (Finnish time). The registration period and advance voting period for the AGM are planned to commence on March 1, 2022 at 10.00 a.m. (Finnish time), after the deadline for delivering counterproposals to be put to a vote has expired.
In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board to the AGM regarding the composition and remuneration of the Board of Directors have been announced in a separate stock exchange release on January 24, 2022.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0,266 per share be paid based on the balance sheet to be adopted for the financial year, which ended 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 with the exception of the 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
Based on the combination agreement regarding the merger between Neles and Valmet, Neles may prior to the execution of the merger distribute to its shareholders an extra distribution of funds in the amount of up to EUR 2.00 per share either as dividend or return of equity from the Company's fund for invested unrestricted equity or a combination of the two.
Neles' Extraordinary General Meeting on September 22, 2021 authorized the Board of Directors to resolve on the aforementioned distribution of funds. Said authorization is in force until the opening of the Annual General Meeting 2022 of Neles. As the merger between Neles and Valmet has not yet been executed due to the length of regulatory review processes, it is necessary to renew the authorization at the Annual General Meeting.
Therefore, the Company's Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would authorize the Board of Directors to resolve, before the execution of the merger, on a 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 would be in force until the opening of the next Annual General Meeting of the Company.
The Company 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 the Company's shareholders' register on the record date of the distribution of funds.
Presentation and adoption of the remuneration report
The Board of Directors shall present to the AGM the remuneration report of the Company, which describes the implementation of the Company’s remuneration policy and provides information on the remuneration of the Company's governing bodies during the financial year 2021. The Annual General Meeting’s resolution on the remuneration report is advisory.
The remuneration report will be available on the Company's website at the address www.neles.com/agm on or about February 23, 2022.
Resolution on the remuneration for 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.
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.
The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014) and arranged a selection procedure. The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the Company's website www.neles.com/agm.
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, 2023, and it cancels the authorization given by the Annual General Meeting 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
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, 2023, and it cancels the authorization given by the Annual General Meeting on March 26, 2021.
NELES CORPORATION
For further information, please contact:
Elisa Erkkilä, General Counsel, Neles Corporation, tel +358 40 754 4411
Investor inquiries:
Rita Uotila, Vice President, Investor Relations, Neles Corporation, Tel: + 358 400 954141, Email: rita.uotila@neles.com
DISTRIBUTION:
Nasdaq Helsinki
Main media
www.neles.com
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.