NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 28 September 2012 at 2.00 pm
Notice is given to the shareholders of Neo Industrial Plc to the Extraordinary General Meeting to be held on Thursday, 8 November 2012 at 2:00 p.m. at the company’s office, at Aleksanterinkatu 48 A, 00100 Helsinki, Finland. Registration to the meeting will start at 1:00 p.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the demerger
The Board of Directors proposes that the Extraordinary General Meeting resolve on the approval of the demerger plan signed by the Board of Directors on 16 August 2012, according to which Neo Industrial Plc demerges partially so that part of its assets and liabilities will transfer without liquidation procedure to a newly established public limited liability company, Avilon Plc. In accordance with the demerger plan, the shareholders of Neo Industrial Plc will receive as demerger consideration class A and B shares in Avilon Plc in proportion to their holdings. In accordance with the Finnish Companies Act, the shareholders of Neo Industrial Plc do not have the right to claim for the redemption of their shares due to the demerger.
- Resolution on increasing the number of the members of the board of directors and election of a new board member, chairman of the board and vice chairman of the board
Shareholders, who represent more than 50 per cent of the votes in the company, propose to the Extraordinary General Meeting that the number of the members of the board of directors be confirmed as five (5) ordinary members and that Markku E. Rentto be elected as the new member of the board of directors and chairman of the board and that Matti Lainema be elected as the vice chairman of the board of directors.
- Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, which includes the proposals on the matters on the agenda of the Extraordinary General Meeting, will be available on Neo Industrial Plc’s website at www.neoindustrial.fi. The following documents will also be available on the above-mentioned website no later than 8 October 2012:
- The demerger plan;
- Neo Industrial Plc’s annual report for 2011, including the company’s latest financial statements, the report of the Board of Directors and the auditor’s report;
- Neo Industrial Plc’s financial statements, reports of the Board of Directors and auditor’s reports for 2010 and 2009;
- Neo Industrial Plc’s interim reports since the end of the latest financial period; and
- The report by the Board of Directors of Neo Industrial Plc on the events having a material effect on the state of the company since the interim report has been drafted.
The proposals of the Board of Directors and the other above-mentioned documents will also be available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 22 November 2012, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS OF THE EXTRAORDINARY GENERAL MEETING
- The right to participate and registration
Each shareholder, who is registered on the record date of the Extraordinary General Meeting on 29 October 2012 in the shareholders’ register of the company held by Euroclear Finland Ltd., 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.
A shareholder, who is registered in the shareholders’ register of the company and who wishes to participate in the Extraordinary General Meeting, shall register for the meeting no later than on 5 November 2012 at 4:00 pm by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
- by e-mailing viestinta@neoindustrial.fi
- by telephoning +358 40 846 0860
- by telefax +358 9 6844 6531
- by regular mail to address Neo Industrial Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or company identification number, address, telephone number as well as the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given by the shareholders to Neo Industrial Plc will be only in connection with the Extraordinary General Meeting and with the processing of necessary registrations.
- 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, i.e. on 29 October 2012, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. by 5 November 2012 at 10:00 am, at the latest. As regards the nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary in-structions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank must register a holder of nominee registered shares, who wishes to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
- Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares 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 Extraordinary General Meeting.
Any proxy documents and powers of attorney should be delivered in originals to the company’s head office at the address Neo Industrial Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland before the end of the last date for registration.
- Other instructions and information
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 this notice to the Extraordinary General Meeting, 28 September 2012, the number of class A shares in Neo Industrial Plc is 139,600 shares, representing a total of 2,792,000 votes, and the number of class B shares is 5,880,760 shares, representing a total of 5,880,760 votes.
In Helsinki, 28 September 2012
Neo Industrial Plc
The Board of Directors
FURTHER INFORMATION
Markku E. Rentto, Managing Director, tel. +358 207 209 191
Neo Industrial’s strategy is to invest mainly in industrial companies with similar synergic benefits. The aim of investments is with active ownership to develop the purchased companies and establish additional value. Returns are sought through both dividend flow and an increase in value. Neo Industrial’s class B shares are listed on the NASDAQ OMX Helsinki Stock Exchange. Neo Industrial’s business segments are Cable and Viscose Fibers.