Neles’ EGM 2020

Extraordinary General Meeting

Neles’ Extraordinary General Meeting was held on Thursday, October 29, 2020 at 2 p.m. local time.

Resolutions of Neles Corporation’s Extraordinary General Meeting

The General Meeting resolved to increase the number of members of the Board of Directors of Neles by one and to elect a new member to the Board of Directors.

The General Meeting resolved, in accordance with the proposals of its shareholder, Valmet Corporation, that the number of members of the Board of Directors shall be eight (8) and that for a term of office expiring at the end of the next Annual General Meeting of the company, Mr. Jukka Tiitinen be elected as a new member of the Board of Directors of Neles Corporation in addition to the earlier members of the Board of Directors.

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

 

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