Proposals of the Shareholders’ Nomination Board regarding the composition and remuneration of the Board of Directors

The Shareholders' Nomination Board of the Neles Corporation (“Neles”) presents the following proposals to the Annual General Meeting 2022 planned to be held on March 22, 2022, if the merger with Valmet Oyj does not close before February 28, 2022. The proposals concern the term of office of the Board of Directors commencing at the end of the Annual General Meeting 2022 and expiring at the registration of the completion of the merger of Neles into Valmet Oyj.  

Proposal for the composition of the Board of Directors 

The Shareholders' Nomination Board proposes the following composition:  

• the number of Board members will be six 
• Jaakko Eskola will be re-elected as Chair of the Board
• Anu Hämäläinen will be re-elected as Vice-Chair of the Board, and  
• Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon will be re-elected as Board members.

The proposed members of the Board of Directors are presented on Neles’ website at https://www.neles.com/investors/governance/board/. 

The proposed Board members have all given their consent to be elected.  

All proposed Board members have been assessed to be independent of the company. Apart from Jukka Tiitinen and Niko Pakalén, the proposed Board members are independent of significant shareholders. Jukka Tiitinen has been assessed to be dependent on Valmet Oyj due to his position of Area President, North America of Valmet Oyj. Niko Pakalén has been assessed to be dependent on Cevian Capital Partners Ltd due to his position of Partner at Cevian Capital AB. 

Proposal for the remuneration of the Board of Directors 

The Shareholders’ Nomination Board proposes the same fixed annual remuneration to the Board members as in the previous term.  The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:

• The Chair of the Board will be paid EUR 115,000, the Vice-Chair EUR 65,000 and each member the Board EUR 50,000
• The Chair of the Audit Committee will be paid EUR 15,000 and each member of Audit Committee EUR 7,500
• The Chair of the Remuneration Committee will be paid EUR 7,500 and each member of the Remuneration Committee EUR 3,750

The Shareholders' Nomination Board further proposes that a meeting fee of EUR 800 will be paid for each virtual Board and Committee meeting. If physical presence of the Board member is required, the meeting fees will be paid as follows: 

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

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

Composition of the Shareholders’ Nomination Board 

Members of the Shareholders’ Nomination Board are Mikko Mursula, Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company; Pasi Laine, CEO, Valmet Oyj; Philip Ahlgren, Vice President, Cevian Capital AB, and Jaakko Eskola, Chair of Neles’ Board of Directors. Further information about Shareholders’ Nomination Board can be found at https://www.neles.com/investors/governance/nomination-board/.

NELES CORPORATION

For further information, please contact:  

Mikko Mursula, Chair of the Shareholders’ Nomination Board, Tel: +358503803016, Email: mikko.mursula(at)ilmarinen.fi

Investor inquiries:

Rita Uotila, Vice President, Investor Relations, Neles Corporation, Tel: + 358 400 954141, Email: rita.uotila(at)neles.com 

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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 EUR 576 million in 2020. Neles employs about 2,950 people in approximately 40 countries.

www.neles.com, Twitter.com/nelesflow