Notice is given to the shareholders of
In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation,
For the same reason, the Company respectfully requests that its shareholders give serious thought to whether it is necessary for them to participate in the General Meeting at the meeting venue in person or represented by a representative other than the proxy representative designated by the Company. Shareholders are advised to primarily follow the meeting online via webcast and to vote in advance or to participate in the meeting by way of proxy representation arranged by the Company. Shareholders also have a possibility to submit questions concerning matters on the agenda of the Extraordinary General Meeting in advance. The above alternatives are described in more detail in section C below.
No catering will be arranged in connection with the meeting.
A. Matters on the agenda of the Extraordinary General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution on the merger
Introduction
The purpose of the Merger is to create a leading company with a unique, competitive and balanced total offering for process industries globally, with strong positions in its respective segments including paper, board, pulp and energy technologies, flow control, automation systems and services. The combined company's business is expected to benefit from diversified product platforms, end markets and customers with relevant scale in key markets and an ideal positioning to benefit from the strong sustainability focus in the combined company's end markets through megatrends such as energy transition and increasing demand for renewables.
Reference is made to the public announcement on the Merger dated
In order to complete the Merger, the Board of Directors of
Shareholders holding in aggregate approximately 15.4 percent of the shares and votes in
Resolution on the Merger
Pursuant to the Merger Plan,
The Board of Directors of
Pursuant to the Merger Plan, the shareholders of
The final total number of shares in Valmet to be issued as Merger Consideration shall be determined on the basis of the number of shares in
Based on the number of issued and outstanding shares in
A shareholder of
7. Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
Based on the Combination Agreement between
In order to enable the above-mentioned extra distribution of funds, the Company's Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting would authorize the Board of Directors to resolve, before the completion 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 applicable record and payment dates. 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.
8. Closing of the meeting
B. Documents of the General Meeting
Copies of this notice will be sent by mail to shareholders whose address is known by the Company. The Merger Plan, proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting as well as this notice are available on
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the General Meeting on
A shareholder who is registered in the shareholders' register and who wants to participate in the General Meeting, shall register for the meeting no later than on
- at the address www.neles.com/egm; or
-
by sending a written notification to the address
Neles Corporation , EGM, P.O. Box 304, FI-01301 Vantaa,Finland .
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative. When using the proxy representative designated by the Company a shareholder shall notify the identification code for such representative instead of the personal identification number as further instructed in the proxy document referred to in section C.3. below. In addition, a shareholder is requested to confirm whether he/she intends to participate in the meeting at the meeting venue in person or by a representative other than the proxy representative designated by the Company. The personal data given to the Company by shareholders is used only in connection with the Extraordinary General Meeting and with the processing of related registrations. The Company's privacy notice is available at www.neles.com/privacy/.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the Extraordinary General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the Extraordinary General Meeting
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank.
The account management organization of the custodian bank shall register a holder of the nominee registered shares who wants to participate in the Extraordinary General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder who has registered for the meeting may participate in and exercise his/her rights at the Extraordinary General Meeting by way of proxy representation.
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in this section C. 3. or by voting in advance as set out in section
A shareholder can use the proxy service provided by the Company free of charge, and authorize a proxy representative designated by the Company to represent the shareholder in the meeting in accordance with the shareholder's voting instructions. The proxy representative designated by the Company is attorney-at-law
A shareholder may also authorize another proxy representative. The proxy representative is required to 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 Extraordinary 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 for the Extraordinary General Meeting.
Possible proxy documents should be notified in connection with registration and they are requested to be delivered by email to the address jatta.nylund@neles.com before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.
4. Advance voting
Due to the prevailing coronavirus situation and in order to reduce the risk of infection, shareholders are advised to primarily participate in the meeting by way of proxy representation arranged by the Company as set out in section C. 3. above or by voting in advance as set out in this section
A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the Extraordinary General Meeting during the time period
Unless a shareholder voting in advance will be present in person or by proxy in the meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting and if decision proposals regarding certain agenda items have changed after the beginning of the advance voting period, the shareholder's possibility to vote on such item may be restricted. Further, a redemption demand concerning a shareholder's shares pursuant to Chapter 16, Section 13 of the Finnish Companies Act may only be made at the meeting either in person or by instructing the proxy representative designated by the Company or another proxy representative to make such demand at the meeting, regardless of whether the shareholder has voted in advance or not.
Advance voting is possible by the following means:
a) through the Company's website at the address www.neles.com/egm
For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may 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 the Company's website or corresponding information to
The advance voting form is available on the Company's website at the latest from
If a shareholder participates in the General Meeting by sending votes in advance by email or by regular mail to
The conditions and other instructions relating to the electronic advance voting may be found on the Company's website at the address www.neles.com/egm.
5. Other information
The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via a webcast. Detailed instructions on following the webcast will be available on the Company's website www.neles.com/egm before the meeting. Shareholders are asked to take into account that following the meeting via webcast is not considered as participation in the General Meeting and that it is not possible for shareholders to exercise their rights in the General Meeting through the webcast. It is recommended for shareholders to exercise their voting rights in advance or alternatively by proxy representation (instructions above) in addition to following the General Meeting via the webcast.
The Company is offering shareholders the possibility to submit questions concerning matters on the agenda of the General Meeting in advance. The advance questions must be submitted by email to the address jatta.nylund@neles.com by
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice the total number of shares and votes in
Changes in shareholding after the record date of the Extraordinary General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.
Information on the General Meeting required by the Finnish Companies Act and the Securities Markets Act, as well as instructions concerning possible redemption requests, are available on the Company's website at the address www.neles.com/egm.
Vantaa,
Board of Directors
Important notice
In a number of jurisdictions, in particular in
This notice is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in
It should be noted that certain statements herein which are not historical facts, including, without limitation, those regarding expectations for general economic development and the market situation, expectations for customer industry profitability and investment willingness, expectations for company growth, development and profitability and the realization of synergy benefits and cost savings, and statements preceded by "expects", "estimates", "forecasts" or similar expressions, are forward-looking statements. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties that may cause the actual results to materially differ from the results currently expected by the company.
Such factors include, but are not limited to:
(1) general economic conditions, including fluctuations in exchange rates and interest levels that influence the operating environment and profitability of customers and thereby the orders received by the company and their margins,
(2) the competitive situation, especially significant technological solutions developed by competitors,
(3) the company's own operating conditions, such as the success of production, product development and project management and their continuous development and improvement,
(4) the success of pending and future acquisitions and restructuring.
Further information:
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www.neles.com
www.neles.com, Twitter.com/nelesflow
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