The Annual General Meeting was held on March 22, 2022. at 10.00 a.m. EET at Neles Corporation’s headquarters in Vantaa, Finland. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue.

Decisions by the Annual General Meeting 2022

A total of 310 shareholders representing 98,519,061 shares and votes were represented at the meeting.

The AGM adopted the financial statements and the consolidated financial statements and granted the Company’s Board of Directors and the President and CEO discharge from liability for the financial period 1 January 2021 – 31 December 2021.

The AGM approved the Company’s Remuneration Report in the advisory vote.  

Dividend

The AGM decided to pay dividends of EUR 0.266 per share for the financial period ended on December 31, 2021.The dividend shall be paid to shareholders who on the dividend record date March 24, 2022 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on March 31, 2022. All the shares in the Company are entitled to a dividend except for shares held by the Company on the dividend record date.

Resolution to authorize the Board of Directors to resolve upon an extra distribution of funds

The AGM resolved to authorize the Board of Directors of Neles to resolve, before the execution of the merger, on an extra 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 is in force until the opening of the next Annual General Meeting of the Company.

Neles will separately publish its Board of Directors’ resolution to distribute funds based on the authorization and will simultaneously confirm the record and payment dates applicable to the extra distribution. Funds paid on the basis of the authorization will be paid to shareholders who are registered as shareholders in Neles’ shareholders’ register on the record date of the distribution of funds.

Remuneration of members of the Board of Directors

The AGM decided in accordance with the proposal of the Shareholders’ Nomination Board that the same fixed annual remuneration be paid to the members of the Board of Directors as in the previous term. The remuneration to be paid would be calculated pro rata to the length of the term of office based on the following annual remuneration:

  • Chair of the Board: EUR 115,000
  • Vice-Chair of the Board: EUR 65,000
  • Other members of the Board of Directors: EUR 50,000 each

It was further decided in accordance with the proposal of the Shareholders’ Nomination Board that an additional annual remuneration be paid to the members of the Board of Directors that are elected as members of the Audit Committee and the Remuneration and HR Committee as follows:

  • Chair of the Audit Committee: EUR 15,000
  • Members of the Audit Committee: EUR 7,500 each
  • Chair of the Remuneration Committee: EUR 7,500
  • Members of the Remuneration Committee: EUR 3,750 each

It was further decided in accordance with the proposal of the Shareholders’ Nomination Board that a meeting fee in the amount of EUR 800 will be paid for each virtual Board and Committee meeting. If physical presence of the Board member is required, the meeting fee will be paid as follows:

  • a fee of EUR 800 be paid to the members of the Board that reside in the Nordic countries
  • a fee of EUR 1,600 be paid to the members of the Board that reside in other European countries
  • a fee of EUR 3,200 be paid to the members of the Board that reside outside Europe.

The fixed annual remuneration and the meeting fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.

Composition of the Board of Directors

The AGM decided, in accordance with the proposal of the Shareholders’ Nomination Board, that the number of members of the Board of Directors shall be six.

In accordance with the proposal of the Shareholders’ Nomination Board, the AGM re-elected Jaakko Eskola as Chair of the Board of Directors, and Anu Hämäläinen as Vice Chair of the Board of Directors, and Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon were re-elected as members of the Board of Directors.

Members of the Board of Directors are presented in more detail on Neles’ website at: www.neles.com/investors/governance/board/

Election of Auditor and their remuneration

In accordance with the proposal of the Board of Directors, the AGM resolved to re-elect Ernst & Young Oy, authorized public accountants, as auditor for a term ending at the end of the next Annual General Meeting. Ernst & Young Oy has notified that Toni Halonen, APA, will act as the principal auditor of the Company. The remuneration for the auditor will be paid against the invoice approved by the Audit Committee.

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

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

The repurchased own shares may be held by the Company, cancelled, or transferred further.

The Board of Directors was authorized to decide on all other matters related to the repurchase of own shares. The authorization is effective until June 30, 2023, and it cancels the authorization given by the AGM on March 26, 2021 to decide on the repurchase of the Company’s own shares.

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 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 the shares in the Company.

The Board of Directors decides 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, 2023, and it cancels the authorization given by the AGM on March 26, 2021 to decide on the issuance of shares and the issuance of special rights entitling to shares.

The minutes of the Annual General Meeting 2022 can be downloaderd below.

Neles Corporation Annual General Meeting 2022 minutes

Notice to AGM published  February 23, 2022
Deadline for shareholders’ counterproposals February 28, 2022 at noon EET
Possible counterproposals to be put on vote published on this website March 1, 2022 at 10 a.m. EET at latest
Advance voting form and voting instructions available on this website March 1, 2022 at 10 a.m. EET at latest
Registration and advance voting begins March 1, 2022 at 10 a.m. EET at latest
Deadline for shareholders' advance questions March 8, 2022 at 4 p.m. EET
Record date of AGM March 10, 2022
Shareholders’ advance questions and company’s management’s responses published on this website March 11, 2022 at 4 p.m. EET at latest
Registration and advance voting closes March 16, 2022 at 2 p.m. EET
Deadline for registration of nominee-registered shares into temporary shareholders’ register March 17, 2022 at 10 a.m. EET
Annual General Meeting March 22, 2022 
Dividend record date March 24, 2022
Dividend payment date March 31, 2022
Minutes of the Meeting available on this website April 5, 2022 at latest

Dear shareholders

The year 2021 continued to be impacted by of the Corona pandemic, both from the perspective of the global economy and the day-to-day operations of companies. During the year, the Board of Directors supported the work of Neles’ operational management and met virtually 13 times, 12 times under my leadership. The Board was particularly engaged by the preparation of the merger agreement between Neles and Valmet Oyj, which was published at the beginning of July. The goal of the merger is to create a strong and competitively integrated company with a unique product and service offering for the process industries worldwide.

During the year, some changes took place in the composition of the Board: Vice chair Perttu Louhiluoto resigned from the Board in July 2021, as he was elected CEO of an England-based flow control company. The Shareholders’ Nomination Board appointed a member of the Board Anu Hämäläinen as the new Vice Chair.

There were also changes in Neles’ management. Following the resignation of Olli Isotalo, the Board of Directors appointed Simo Sääskilahti as Neles' interim CEO as of January 1, 2022. Under the leadership of Olli, Neles has successfully advanced its strategy and built profitable growth for the company, its customers and its owners. I am convinced that Neles' business and future are in good hands and the company is in an excellent position to become a leading player in flow control.

In 2021, two general meetings were held. The Annual General Meeting was held in March without the presence of shareholders and the Extraordinary General Meeting in September. The Extraordinary General Meeting resolved to approve the Board's proposal for the merger of Neles with Valmet in accordance with the merger plan. According to the merger agreement, the next possible effective date of the merger is April 1, 2022. Upon the completion of the merger, Neles' shareholders, excluding Valmet and Neles, would own approximately 18.8 percent and Valmet’s current shareholders approximately 81.2 percent of the combined company's shares and votes.

The Extraordinary General Meeting also authorized the Board of Directors to resolve on the extra distribution of funds of up to EUR 2.00 per share before the execution of the merger. The said authorization is in force until the opening of the Annual General Meeting 2022 of Neles. As the merger between Neles and Valmet has not yet been executed due to the length of regulatory review processes, it is necessary to renew the authorization. Therefore, the Board of Directors proposes that the Annual General Meeting 2022 would authorize the Board of Directors to renew the authorization in accordance with the proposed resolution published separately on the company's website.

The Board of Directors proposes that a dividend of EUR 0,266 per share be paid based on the balance sheet to be adopted for the financial year, which ended December 31, 2021. The dividend shall be paid to shareholders who on the dividend record date are registered in the company’s shareholders’ register.

The year 2022 is again an important milestone on Neles' journey. The company's operations are built on more than 65 years of flow control know-how and industry-changing innovations. This experience and knowledge create an excellent foundation for the future. Neles’ finances and operating model are on a solid base, and it will benefit further from the recovering markets. Personally, I look forward to continuing to support Neles’ growth as a member of Valmet’s Board of Directors.

With these words, I would like to thank all the shareholders, the management and competent personnel of Neles, as well as my fellow Board menbers, for the past term and wish every success for 2022.

 

Jaakko Eskola, Chair of the Neles' Board of Directors

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