Notice is given to the shareholders of
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) approved by the Finnish Parliament on
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
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
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 2021
Because participation in the Annual General Meeting is possible only in advance, the Company's Annual Report, which was published on
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
A video recording of the President and CEO's review will be available in Finnish on
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
The Board of Directors proposes that a dividend of
9. Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
Based on the combination agreement regarding the merger between
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
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 based on 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.
10. 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
11. 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
The remuneration report is available on
12. Resolution on the remuneration of members of the Board of Directors
Fixed annual remuneration
The Shareholders' Nomination Board proposes to the Annual General Meeting 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
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
- 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
Meeting fees
The Shareholders' Nomination Board further proposes that a meeting fee of
- 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 outsideEurope
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.
13. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be six.
14. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that:
Jaakko Eskola be re-elected as the ChairAnu Hämäläinen be re-elected as Vice-Chair-
Niko Pakalén, Teija Sarajärvi,
Jukka Tiitinen andMark Vernon be re-elected as Board members.
The proposed members of the Board of Directors are presented on
The proposed Board members have all given their consent to be elected.
All proposed Board members have been assessed to be independent of the Company. Apart from
15. 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.
16. Election of the Auditor
Based on the recommendation of the Board of Directors' Audit Committee, the Board of Directors proposes that
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.
17. 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
18. 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 based on 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
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
C. Instructions for the participants in the Annual General Meeting
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 the record date of the Annual General Meeting,
2. Registration and voting in advance
The registration period and advance voting period commence on
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
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
a) through
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. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with bank IDs or a mobile certificate.
The conditions and other instructions for electronic voting are available on these websites; or
b) by email or regular mail
A shareholder may send the advance voting form available on
The advance voting form is available on the Company's website at the latest from
If a shareholder participates in the Annual General Meeting by sending votes in advance by email or by regular mail to
Terms and instructions relating to advance voting may also be found on
3. Use of proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise the 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
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland's general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations and the
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,
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
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
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
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,
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,
Board of Directors
For more information, please contact:
Elisa Erkkilä, General counsel,
www.neles.com, twitter.com/nelesflow
https://news.cision.com/neles-oyj/r/neles-corporation--notice-to-the-annual-general-meeting-2022,c3512491
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