Notice is given to the shareholders of Neles Corporation (“Neles” or the ”Company”) that the Extraordinary General Meeting is to be held on Wednesday, September 22, 2021 at 10:00 a.m. Finnish time at Hilton Helsinki Airport hotel at the address Lentäjänkuja 1, 01530 Vantaa, Finland. The reception of persons that have registered for the meeting and the distribution of voting tickets will commence at 9:15 a.m.
In order to reduce the risk of infection resulting from the coronavirus (COVID-19) situation, Neles will seek to keep the General Meeting as short as possible and to limit the number of participants. The participation of the members of the Company’s Board of Directors and Executive Team will be kept to a minimum.
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.
Neles is actively monitoring the development of the coronavirus situation and follows the instructions given by authorities. Any changes to the meeting arrangements that may be caused by the situation will be announced on the Company’s website at www.neles.com/egm.
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
Neles announced on July 2, 2021 the signing of a combination agreement (the "Combination Agreement") with Valmet Corporation ("Valmet") and the proposed combination of Neles and Valmet's business operations through a statutory absorption merger of Neles into Valmet pursuant to Chapter 16 of the Finnish Companies Act whereby all assets and liabilities of Neles would be transferred without a liquidation procedure to Valmet (the "Merger"). As a consequence of the completion of the Merger, Neles would be dissolved and automatically cease to exist as a separate legal entity. The shareholders of Neles would receive new shares in Valmet as merger consideration in proportion to their shareholding in Neles upon completion of the Merger.
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 July 2, 2021 for further information about its rationale and details.
In order to complete the Merger, the Board of Directors of Neles proposes that the Extraordinary General Meeting would resolve on the statutory absorption merger of Neles into Valmet in accordance with the merger plan approved by the Boards of Directors of Valmet and Neles dated July 2, 2021 and thereafter registered with the trade register maintained by the Finnish Patent and Registration Office on July 9, 2021 (the "Merger Plan").
Shareholders holding in aggregate approximately 15.4 percent of the shares and votes in Neles, including Cevian Capital Partners Limited, Ilmarinen Mutual Pension Insurance Company, Elo Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company, have subject to certain customary conditions irrevocably undertaken to attend the Extraordinary General Meeting and to vote in favor of the Board of Directors' proposals regarding the Merger and the dividend authorization set out in this agenda item and agenda item 7 below. In addition, Valmet which holds approximately 29.54 percent of the shares and votes in Neles has undertaken to vote in favor of these resolutions.
Resolution on the Merger
Pursuant to the Merger Plan, Neles would be merged into Valmet through an absorption merger, so that all assets and liabilities of Neles would be transferred without a liquidation procedure to Valmet in a manner described in more detail in the Merger Plan.
The Board of Directors of Neles proposes that the Extraordinary General Meeting resolves on the Merger of Neles into Valmet in accordance with the Merger Plan and approves the Merger Plan. The general meeting can only approve or reject the proposed Merger in accordance with the Merger Plan but cannot alter it.
Pursuant to the Merger Plan, the shareholders of Neles shall receive as merger consideration 0.3277 new shares of Valmet for each share they hold in Neles (the “Merger Consideration”). In case the number of shares received by a shareholder of Neles as Merger Consideration (per each individual book-entry account) is a fractional number, the fractions shall be rounded down to the nearest whole number. Fractional entitlements to new shares of Valmet shall be aggregated and sold in public trading on Nasdaq Helsinki Ltd and the proceeds shall be distributed to shareholders of Neles entitled to receive such fractional entitlements in proportion to their holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Valmet.
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 Neles held by shareholders of Neles, other than Neles itself and Valmet, at the end of the day preceding the execution of the Merger. Such total number of shares to be issued as Merger Consideration shall be rounded down to the nearest full share.
Based on the number of issued and outstanding shares in Neles on the date of this notice, a total of 34,664,986 new shares in Valmet would be issued to shareholders of Neles as Merger Consideration. This would correspond to approximately 18.8 percent ownership in Valmet for Neles’ shareholders and approximately 81.2 percent ownership in Valmet for Valmet’s shareholders after the Merger.
A shareholder of Neles, who votes against the Merger in the Extraordinary General Meeting, has the right as referred to in Chapter 16, Section 13 of the Finnish Companies Act to demand redemption of his/her/its shares at the Extraordinary General Meeting. Further information concerning possible redemption requests is available on the Company's website www.neles.com/egm.
7. Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds
Based on the Combination Agreement between Neles and Valmet, Neles may at any time 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.
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 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 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 Neles' website at www.neles.com/egm. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of August 20, 2021 at the latest. The proposals for resolutions and the other above-mentioned documents will also be available at the General Meeting. Valmet jointly with Neles will in addition prepare a Finnish language prospectus, and an English language translation of the prospectus which will be published before the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as of October 6, 2021 at the latest.
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 September 10, 2021 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 General Meeting, shall register for the meeting no later than on September 16, 2021 at 4 p.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 August 13, 2021 at 10 a.m (Finnish 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, 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 September 10, 2021 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 by September 17, 2021 at 10 a.m. local time, at the latest. 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. 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 C. 4 below.
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 Veli Siitonen of Merilampi Attorneys Ltd. or a person appointed by him. The proxy representative can also be instructed to make a redemption demand at the meeting in accordance with Chapter 16, Section 13 of the Finnish Companies Act on the shareholder's behalf. Detailed instructions for using the proxy service provided by the Company together with a proxy document including voting instructions will be available on the Company’s website www.neles.com/egm at the latest by August 13, 2021. The use of the proxy service provided by the Company requires that the proxy document including voting instructions is delivered in accordance with the instructions set out on the proxy document to attorney-at-law Veli Siitonen and to the Company before the end of the registration period for the General Meeting, by which time the documents must be received. Further information about the designated proxy representative is available at www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/.
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 email@example.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 C. 4.
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 August 13, 2021 at 10 a.m. until September 16, 2021 at 4 p.m.
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 Euroclear Finland Oy by email at firstname.lastname@example.org or by regular mail to Euroclear Finland Oy, Yhtiökokous/Neles Oyj P.O. Box 1110, FI-00101 Helsinki, Finland.
The advance voting form is available on the Company’s website at the latest from August 13, 2021 at 10 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 General Meeting.
If a shareholder participates in the 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.
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 email@example.com by September 8, 2021 at 10 a.m. Such advance questions do not constitute information requests pursuant to Chapter 5, Section 25 of the Finnish Companies Act but the Company will seek to address the questions on its website www.neles.com/egm by September 13, 2021 and during the meeting to the extent possible.
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 Neles Corporation is 150,348,256. The total amount includes 150,361 treasury shares held by the Company. Such treasury 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.
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, August 9, 2021
Board of Directors
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this notice may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the Merger Consideration nor any other securities referenced in this notice have been registered or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state of the United States and as such neither the Merger Consideration nor any other security referenced in this notice may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act. There will be no public offering of securities in the United States.
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 the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. Save as required by applicable law or regulation, this notice must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States, or otherwise in or into any jurisdiction where the distribution of these materials would breach any applicable law or regulation, or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws.
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.
Rita Uotila, Vice President, Investor relations, Neles Corporation, Tel. +358 400 954 141, E-mail: firstname.lastname@example.org
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.