By the request of Valmet Corporation, a shareholder of Neles Corporation (“Neles” or the ”Company”), notice is given to the shareholders of Neles to the Extraordinary General Meeting to be held on Thursday, October 29, 2020 at 2:00 p.m. local time at Hilton Helsinki Airport hotel at the address of Lentäjänkuja 1, 01530 Vantaa, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:00 p.m.
Depending on the prevailing circumstances regarding the Covid-19 pandemic at the time of the Meeting, Neles will provide further information closer to the meeting on special arrangements related to the meeting in order to secure the health and safety of the Company‘s shareholders, personnel and other stakeholders.
A. Matters on the agenda of the Extraordinary General Meeting
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Election of a new member to the Board of Directors
The Company's shareholder, Valmet Corporation, representing over 15% of all votes conferred by the Company’s shares, proposes to the Extraordinary General Meeting that the number of the members of the Board of Directors of Neles shall be increased to eight (8) members and that for a term of office expiring at the end of the next Annual General Meeting of the Company, in addition to incumbent members of the Board of Directors, Mr. Jukka Tiitinen be elected as a new member of the Board of Directors of Neles. Mr. Tiitinen acts currently as Area President, Asia Pacific of Valmet Corporation.
According to Section 4 of the Article of Association, the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.
Mr. Tiitinen has given his consent to the appointment. According to Valmet, he is independent of the Company but not independent of a significant shareholder, which corresponds to the view of the Company's Board of Directors. The proposed new candidate is presented on the Company’s website (www.neles.com/egm) and in the appendix to this notice. The current board members are presented on the Company’s website.
7. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the Extraordinary General Meeting and this notice are available on Neles Corporation’s website at the address www.neles.com/egm. The minutes of the meeting will be available on the above-mentioned website no later than November 12, 2020.
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 Meeting on October 19, 2020 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Extraordinary 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 who is registered in the shareholders’ register and who wants to participate in the meeting shall register for the meeting no later than on October 26, 2020 at 10:00 a.m. by giving a prior notice of participation. The notice must be received by the Company before the end of the registration period. Registration for the Meeting starts on September 1, 2020 at 9: 00 a.m. local time.
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 or proxy representative and the personal identification number of the proxy representative. The personal data given to Neles Corporation 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. Holder 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 Extraordinary General Meeting record date, October 19, 2020, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by October 26, 2020 at 10:00 a.m. local time. As regards nominee registered shares, this constitutes due registration for 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. Advance voting service
A shareholder, who has a Finnish book-entry account, may vote in advance on items on the agenda of the Extraordinary General Meeting through the Company’s website until October 26, 2020 at 10:00 a.m. Through the advance voting service, a shareholder may vote on items on the agenda of the Extraordinary General Meeting without attending the meeting at the meeting venue.
Unless a shareholder voting in advance will be present in person or by proxy in the meeting, he/she 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 item have changed after the beginning of the advance voting period, his/her possibility to vote on such item may be restricted. The conditions and other instructions relating to the electronic advance voting may be found from the Company’s website at the address www.neles.com/egm. The Finnish book-entry account number of the shareholder is needed for voting in advance.
4. Proxy representative and powers of attorney
A shareholder may participate in and exercise his/her rights at the Extraordinary General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
When 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 delivered in original to the address Neles Corporation, EGM, P.O. Box 304, FI-01301 Vantaa, Finland, before the last date for registration.
5. Other information
Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company’s website at the address www.neles.com/egm.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Extraordinary 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, July 29, 2020, 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 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.
Board of Directors
For further information, please contact:
Elisa Erkkilä, General Counsel, Neles Corporation, tel +358 40 754 4411
VP, Investor Relations
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 660 million in 2019. Neles employs about 2,900 people in approximately 40 countries. Neles was created in the partial demerger of Metso Corporation, and trading in Neles stock started on July 1, 2020.