Proposals by the Board of Directors to the Neles Corporation Annual General Meeting 2021
Neles Corporation, Stock exchange release, February 3, 2021 at 09:15 am EET
Proposals by the Board of Directors to the Annual General Meeting 2021
The Annual General Meeting ("AGM") of Shareholders of Neles Corporation (the "Company") shall be held on Friday, March 26, 2021. The Board of Directors of the Company has decided that the AGM will be held under exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020).
The AGM will be held without the presence of shareholders or their representatives in order to hold the meeting in a predictable manner, taking into consideration the health and safety of the Company's shareholders, personnel and other stakeholders. This means that the shareholders of the Company and their proxy representatives may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance.
The Company will publish the notice to the AGM on or about March 3, 2021 with more detailed information on participation and voting at the meeting. The notice to the AGM will also include more detailed information on the presentation of counterproposals and questions. The deadline for presenting counterproposals is planned to be March 8, 2021 at 12:00 noon (Finnish time), and the deadline for presenting questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act to the Company's management is planned to be March 12, 2021 at 4.00 p.m. (Finnish time). The registration period and advance voting period for the AGM are planned to commence on March 9, 2021 at 10.00 a.m. (Finnish time), after the deadline for delivering counterproposals to be put to a vote has expired.
In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board of Neles Corporation to the AGM regarding the composition and remuneration of the Board of Directors have been announced by a separate stock exchange release on December 22, 2020.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0,18 per share be paid based on the balance sheet to be adopted for the financial year, which ended December 31, 2020. The dividend shall be paid to shareholders who on the dividend record date March 30, 2021 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on April 8, 2021. All the shares in the Company are entitled to a dividend with the exception of the shares held by the Company on the dividend record date.
Presentation and adoption of the remuneration report
The Board of Directors shall present to the AGM the remuneration report of the Company, which describes the implementation of the Company’s remuneration policy and provides information on the remuneration of the Company's governing bodies during the financial year 2020. The Annual General Meeting’s resolution on the remuneration report is advisory.
The remuneration report will be available on the Company's website at the address www.neles.com/agm on or about March 3, 2021.
Resolution on the remuneration for the Auditor
Based on the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that the remuneration to the auditor be paid against the invoice approved by the Audit Committee.
Election of the Auditor
Based on the recommendation of the Board of Directors’ Audit Committee, the Board of Directors proposes that Ernst & Young Oy, authorized public accountants, be re-elected auditor of the company. Ernst & Young Oy has notified that Mr. Toni Halonen, APA, would act as principal auditor of the Company.
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 decides on all other matters related to the repurchase of own shares. The authorization is effective until June 30, 2022, and it cancels the authorization given by the Annual General Meeting on June 16, 2020 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
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 per cent 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, 2022, and it cancels the authorization given by the Annual General Meeting on June 16, 2020.
Amending the Articles of Association
The Board of Directors proposes to amend 8 § of the Articles of Association to read as follows:
“8 § Place of the shareholders' meeting and advance notice
The company's shareholders' meetings may be held in Helsinki, Espoo or Vantaa.
Notice of a shareholders' meeting shall be given to the shareholders by publishing a notice on the Company's Internet site or in one or several widely circulated newspaper/s named by the Board of Directors or otherwise verifiably no earlier than three (3) months and no later than three (3) weeks before the shareholders' meeting, but, in any case, at least nine (9) days before the record date of the shareholders' meeting, referred to in Chapter 5, Section 6a of the Companies Act.
To attend a shareholders' meeting, a shareholder shall register with the Company no later than on the day stated in the notice to the meeting which may not be earlier than ten (10) days before the shareholders' meeting."
For further information, please contact:
Elisa Erkkilä, General Counsel, Neles Corporation, tel +358 40 754 4411
Rita Uotila, Vice President, Investor Relations, Neles Corporation, Tel: + 358 400 954141, Email: email@example.com
Neles is one of the leading providers of mission-critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers to improve their process performance and ensure the safe flow of materials. Neles is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 576 million in 2020. Neles employs about 2,850 people in approximately 40 countries.