Annual General Meeting

Proposals by the Board of Directors

• Resolution on the use of the profit shown on the balance sheet and the payment of dividend (agenda item 8)
• Presentation and adoption of the remuneration report (agenda item 10)
• Resolution on the remuneration of the Auditor (agenda item 14)
• Election of the Auditor (agenda item 15)
• Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares (agenda item 16)
• Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares (agenda item 17)
• Amending the Articles of Association (agenda item 18)

More detailed information about the proposals by the Board of Directors to the AGM 2021 is available here: Proposals by the Board of Directors to the Annual General Meeting 2021

The remuneration report to be presented to the AGM is a part of the Neles Annual Report 2020.

Proposals by the Shareholders’ Nomination Board

• Composition of the Board of Directors (agenda items 12 and 13)
• Remuneration of the Board of Directors (agenda item 11)
• Independence of the Board of Directors (agenda item 13)

More detailed information about the proposals by the Shareholders’ Nomination Board to the AGM 2021 is available here: Proposals of the Shareholders’ Nomination Board regarding the composition and remuneration of the Board of Directors

CVs of the proposed new Board members can be found below:

• CV Jaakko Eskola
• CV Perttu Louhiluoto

Current members of the Board of Directors are presented here: https://www.neles.com/investors/governance/board/ 

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 from March 9, 2021 at 10.00 a.m. until 2.00 p.m. on March 22, 2021 by the following means:

a) electronically (a link will be added here on March 9)

Registration requires strong electronic authentication of the shareholder.

When shareholders who are natural persons log in to the service, they are directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorize another person and vote in advance. Strong electronic authentication can be conducted with 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 or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy,Yhtiökokous/Neles P.O. Box 1110, FI-00101 Helsinki, Finland.

The advance voting form is available on this page at the latest from March 9, 2021 10:00 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 Annual General Meeting.

If a shareholder participates in the Annual 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.

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 Neles Corporation and Euroclear Finland Oy by shareholders is used only in connection with the Annual General Meeting and with the processing of related registrations.

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1. Opening of the meeting
2. Calling the meeting to order
3. Election of person 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. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020
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
9. 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 December 31, 2020
10. Presentation and adoption of the remuneration report
11. Resolution on the remuneration of members of the Board of Directors
12. Resolution on the number of members of the Board of Directors
13. Election of members of the Board of Directors
14. Resolution on the remuneration of the Auditor
15. Election of the Auditor
16. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
18. Resolution on Articles of Association
19. Closing of the meeting

A shareholder may participate in the Annual General Meeting and exercise his/her 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 Euroclear Finland Oy, Yhtiökokous/Neles, P.O. Box 1110, FI-00101 Helsinki, Finland, before the end of the registration period, by which time the proxy documents must be received by Euroclear Finland Oy.

Link to the power of attorney document

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, March 16, 2021, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register maintained by Euroclear Finland Oy by March 23, 2021 at 10:00 a.m., at the latest. As regards nominee registered shares, this constitutes due registration for 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.

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 Neles Corporation, AGM, P.O. Box 304, FI-01301 Vantaa, Finland by no later than on March 8, 2021 at 12.00 noon, by which time the counterproposals must be received. Shareholders submitting a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings.

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 Neles Corporation’s website at the address www.neles.com/agm by no later than March 9, 2021 10.00 a.m.

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 March 12, 2021 4.00 p.m., by email to the address agm@neles.com or by mail to the address Neles Corporation, AGM, P.O. Box 304, FI-01301 Vantaa, Finland. Such questions by shareholders and responses by the company's management to such questions as well as counterproposals other than those to be put to a vote will be available on Neles Corporation’s website at the address www.neles.com/agm on March 17, 2021 at 4.00 p.m., at the latest. As a precondition to submitting questions and counterproposals, the shareholder must provide sufficient information of his/her shareholding.