Neles’ Extraordinary General Meeting will be held on Thursday, October 29, 2020 at 2 p.m. local time. The registration and voting will begin on September 1, 2020 at 9:00 a.m and end on October 26, 2020 at 10:00 a.m.

Notice to the meeting

Notice is given to the shareholders of Neles Corporation (“Neles” or the “Company”) to the Extraordinary General Meeting to be held on Thursday, October 29, 2020, at 2 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.

Notice of the meeting including all meeting proposals has been published as a stock exchange release on July 29, 2020.

Background to the extraordinary meeting

In accordance with a stock exchange release published by Neles Corporation on July 1, 2020 Valmet Corporation ("Valmet") has on July 1, 2020 executed a share purchase (22,374,869 shares, which represents 14.88% of Neles’ total shares) on the basis of a share purchase agreement published on June 17, 2020. On July 14, 2020, Valmet Corporation's direct shareholding in Neles exceeded the 15 percent threshold and amounted to 23 304 869 shares, or 15.50 percent of Neles’ shares and votes.

As a result of the share purchase, The Board of Directors of Neles received a request from Valmet on July 2, 2020 in accordance with Chapter 5 Section 4 of the Finnish Companies Act to convene an Extraordinary General Meeting. In connection with its request, Valmet has proposed that the Extraordinary General Meeting resolve that the Board of Directors of Neles shall have eight (8) members. Further, Valmet has proposed 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, Jukka Tiitinen, currently Valmet's Area President, Asia Pacific, be elected as a member of the Board of Directors of Neles.

CV Jukka Tiitinen

 

Matters on the agenda of the Extraordinary General Meeting

  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. Election of a new member to the Board of Directors
  7. Closing of the meeting

Important dates

Record date of EGM October 19, 2020
Registration and advance voting opens September 1, 2020
Registration and voting period ends October 26, 2020
Extraordinary General Meeting October 29, 2020
Minutes of the meeting available November 12, 2020

Participating in the Extraordinary General Meeting

Each shareholder who is registered 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. 

Registration and advance voting will begin on September 1, 2020, A shareholder who is registered in the shareholders’ register and who wants to participate in the General Meeting by voting in advance has to register for the meeting and submit his/her votes no later than October 26, 2020, at 10:00 a.m. local time, by which time the registration and votes need to be received by the company.

 

Shareholders registered in Finland

Shareholders who have a Finnish book-entry account, may register and vote in advance on certain matters on the agenda of the Extraordinary General Meeting from September 1, 2020 until 10.00 a.m. on October 26, 2020 by the following means:

a) electronically

The shareholder’s book-entry account number is needed for the electronic voting in advance.

b) by regular mail to the address Neles Corporation, EGM, P.O. Box 304, FI-01301 Vantaa, Finland.

If the shareholder participates in the meeting by electronically voting in advance (option a) or by sending the votes in advance by mail to Neles (option b), this constitutes due registration for the Extraordinary General Meeting.

In connection with the registration, a shareholder shall provide his/her name, personal identification number or business identity code, address, telephone number and the name and personal identification number of a possible proxy representative. The personal data given to Neles Corporation and Euroclear Finland Oy by shareholders is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.

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Proxy representatives

A shareholder may participate in the Extraordinary General Meeting and exercise his/her shareholder rights by way of proxy representation.

The 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 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.

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.

Link to the power of attorney document

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, 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 shareholders’ register, the issuing of proxy documents and participation in the Extraordinary General Meeting by voting in advance through his/her custodian bank.

The account management organization of any custodian bank is required to register any holder of nominee registered shares temporarily into the shareholders’ register of the company at the latest by the time stated above and arrange advance voting on behalf of the nominee shareholder within the registration period for nominee registered shares.

Questions

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.