The Annual General Meeting is the supreme decision-making body of Neles. The AGM of Shareholders is held once a year before the end of June. It decides on matters stipulated in the Finnish Companies Act and the Articles of Association.

Neles’ EGM was held on Wednesday, September 22

The General Meeting approved the merger of Neles and Valmet and authorized the Board of Directors to resolve on an extra distribution of funds.

Main tasks of Neles' AGM

• Adoption of the financial statements

• Use of the profit shown on the balance sheet

• Election of the Chair, Vice Chair and members of the Board, and the decision on their remuneration

• Discharging the members of the Board and the President and CEO from liability

• Election of the Auditor and the decision on compensation

• Proposals made by the Board or a shareholder (e.g. amendments of the Articles of Association, the repurchase of the company’s own shares, share issues, special authorizations)

Invitation to the AGM

We publish a notice of the Annual General Meeting no more than three months and no less than three weeks before the meeting as a stock exchange release and on the company’s website. Notice is delivered in certain instances directly to shareholders when required by law. The Annual General Meeting agenda, decision-making proposals and meeting documents are available on our website at least three weeks prior to the meeting.

Requests and voting

All shareholders registered by the record date in the company's list of shareholders maintained by Euroclear Finland Ltd have the right to attend the Annual General Meeting. Each share entitles the holder to one vote. Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting pursuant to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. On our website, we announce the date by which a shareholder must notify the Board of an issue to be added to the Annual General Meeting agenda.

Decisions are primarily made by a simple majority of votes. Such decisions include the approving of the financial statements, payment of dividends, election of Board members and auditors and their remuneration, and discharging the members of the Board and the President and CEO from liability.

Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The AGM decided, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the repurchase of the Company’s own shares as follows.

The number of the Company’s 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. The Company’s own shares can also be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The Company’s 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 to develop the Company’s capital structure, to finance or carry out acquisitions, investments or other business transactions, or to use the shares as part of the Company’s incentive schemes.

The Company’s own repurchased shares may be held by the Company, canceled, or transferred further.

The Board of Directors was authorized to decide on all other matters related to the repurchase of the Company’s own shares. The authorization is effective until June 30, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the repurchase of the Company's own shares. This authorization has not been exercised by July 23, 2021.

Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares

In accordance with the proposal by the Board of Directors, the AGM authorized the Board of Directors to decide on the issuance of shares as well as the issuance of the 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 percent of all of shares in the Company.

The Board of Directors was authorized to decide 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, 2022, and it cancels the authorization given by the AGM on June 16, 2020 to decide on the issuance of shares and the issuance of special rights entitling to shares. This authorization has not been exercised by July 23, 2021.