Notice to the Shareholders’ Meeting of merged Neles Corporation
Notice to the Shareholders’ Meeting of merged Neles Corporation
Valmet Oyj’s stock exchange release on May 31, 2022 at 1:15 p.m. EEST
Following the merger of Neles Corporation (“Neles” or “the Company”) into Valmet Oyj on April 1, 2022, a notice is given to the shareholders of the Company to a Shareholders’ Meeting to be held in accordance with Chapter 16, Section 17 of the Finnish Companies Act. The meeting will be held on Wednesday, June 22, 2022 at 10:00 a.m. EEST at Hotel Hilton Helsinki Airport, Lentäjäntie 1, 01530 Vantaa, Finland. The reception of those registered for the meeting and the distribution of voting tickets will commence at 9:15 a.m. The meeting will be conducted in Finnish only.
In order to reduce the risk of infection resulting from the coronavirus situation, the participation of the members of the Company’s Board of Directors and Executive Team will be kept to a minimum. Shareholders are recommended to vote in advance instead of participating at the meeting venue.
A. Matters on the agenda of the Shareholders’ Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person 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. Presentation of the Financial Statements and the Report of the Board of Directors, and the Auditor’s Report for the period of January 1 – March 31, 2022 (Final Accounts)
7. Adoption of the Final Accounts
8. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
9. Closing of the meeting
B. Documents of the Shareholders’ Meeting
This notice as well as the Financial Statements, the Report of the Board of Directors and the Auditor’s Report are available on Neles Corporation’s website at the address www.neles.com/egm latest on May 31, 2022. Copies of the above-mentioned documents will be available at the Shareholders’ meeting. In addition, the minutes of the Shareholders’ Meeting will be available on the above-mentioned website from July 6, 2022, at the latest.
C. Instructions for the participants in the Shareholders’ Meeting
1. Shareholders registered in the shareholders’ register
The Company’s last shareholders, i.e. shareholders listed in Neles’ register of shareholders held by Euroclear Finland Oy as at the end of the last trading day of the Company's share on March 31, 2022, have the right to participate in the Shareholders’ Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
A shareholder who is registered in the shareholders’ register and who wants to participate in the Shareholders’ Meeting, shall register for the meeting no later than on June 16, 2022 at 2 p.m. (Finnish time) by giving a prior notice of participation. The notice must be received by the Company before the end of the registration period. Registration for the Shareholders’ Meeting starts on June 1, 2022 at 10 a.m. (Finnish time):
a) at the address www.neles.com/egm or
b) by sending a written notification to the address Neles Corporation, Shareholders’ Meeting, P.O. Box 304, FI-01301 Vantaa, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative and the personal identification number of the proxy representative or statutory representative. The personal data given to the Company by shareholders is used only in connection with the Shareholders’ Meeting and with the processing of related registrations. The Company’s privacy notice is available at www.neles.com/privacy/.
The shareholder, his/her authorized representative or proxy representative is required, where necessary, to be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Shareholders’ Meeting by virtue of such shares based on which he/she on would have been entitled to be registered in Neles’ register of shareholders held by Euroclear Finland Oy as at the end of the last trading day of the Company's share on March 31, 2022. The right to participate in the Shareholders’ Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder’ register held by Euroclear Finland Oy by June 17, 2022 at 10 a.m. local time, at the latest. As regards nominee registered shares, this constitutes due registration for Shareholders’ Meeting.
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the temporary shareholders’ register, the issuing of proxy documents and voting, and registration for the Shareholders’ Meeting from his/her custodian bank.
The account management organization of the custodian bank shall register a holder of the nominee registered shares who wants to participate in the Shareholders’ Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder who has registered for the meeting may participate in and exercise his/her rights at the Shareholders’ Meeting by means of proxy representation.
The proxy representative is required to present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
If a shareholder participates in the Shareholders’ Meeting by means of several proxy representatives representing the shareholder with shares held at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Shareholders’ Meeting.
Any proxy documents should be notified in connection with registration and delivered by email to the address email@example.com by the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland’s general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations and the Neles’ internet pages at www.neles.com/egm
4. Advance voting
Shareholders are recommended to vote in advance as set out in this section C. 4.
A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda of the Shareholders’ Meeting during the time period June 1, 2022 at 10 a.m. until June 16, 2022 at 2 p.m. local time.
Unless a shareholder voting in advance will be present in person or by proxy in the meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting. Also, if decision proposals regarding certain agenda items have been changed after commencement of the advance voting period, the shareholder’s possibility to vote on such item may be restricted.
Advance voting is possible by the following means:
Through the Company’s website at the address www.neles.com/egm
For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may vote by logging in with his/her Finnish online banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. For identification purposes shareholders that are legal persons must notify their book-entry account number and other required information. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person, which works with bank IDs or a mobile certificate.
The conditions and other instructions relating to the electronic advance voting may be found on the Company’s website at the address www.neles.com/egm
5. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Shareholders’ Meeting has the right to request information with respect to the matters to be considered at the meeting.
Before the completion of the merger on April 1, 2022 the total number of shares and votes in Neles Corporation was 150,348,256. The total amount included 150,361 treasury shares held by the Company. Such treasury shares held by the Company do not have voting rights.
Vantaa, May 31, 2022
The Board of Directors of the former Neles Corporation
Further information, please contact:
Pekka Rouhiainen, Director, Investor Relations, Valmet, tel. +358 10 672 0020
Director, Investor Relations
Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. With our automation systems and flow control solutions we serve an even wider base of process industries.
We aim to become the global champion in serving our customers. Our 17,000 professionals work close to our customers and are committed to improving our customers’ performance – every day.
The company has over 220 years of industrial history and a strong track record in continuous improvement and renewal. In 2022, a major milestone was achieved when the flow control company Neles was merged into Valmet. The combined company net sales in 2021 was approximately EUR 4.5 billion based on the respective company figures.
Valmet’s shares are listed on the Nasdaq Helsinki and the head office is in Espoo, Finland.