NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 12 March 2014 at 5 pm
NOTICE TO THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC
The Annual General Meeting of Neo Industrial Plc will be held on Thursday, 3 April 2014 at 2 pm at Neo Industrial’s premises, Niinistönkatu 12, 05800 Hyvinkää, Finland. Registration and distribution of voting tickets will start at 1 pm.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The meeting shall handle the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons 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 annual accounts, consolidated annual accounts, the report of the Board of Directors and review by the Managing Director for the accounting period 2013
7. Presentation of the auditor's report
8. Adoption of the annual accounts including consolidated annual accounts
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividends nor bonuses be paid for 2013.
10. Resolution on the discharge from liability of the members of the Board of Directors and the Managing Director
11. Resolution on the remuneration of the members of the Board of Directors and the auditors
The shareholders representing over 50 percent of the votes, propose that the members of the Board be paid an annual remuneration of EUR 10,000, the chairman of the Board an annual remuneration of EUR 12,500, and the Board and the committees an attendance remuneration of EUR 600 per meeting, and that the members of the Board be compensated for their travel expenses.
In addition, it is proposed that the members of the Board be paid a bonus based on the development of the company's B share price, the amount of which is EUR 1,000 for the chairman of the Board and EUR 5,000 for the ordinary members of the Board, multiplied by annual return based on the share price development of Neo Industrial Plc's class B share for the period 1 May 2014 – 30 April 2015. Should the annual return exceed 50 percent, the bonus shall be paid in accordance with 50 percent.
Furthermore, the Board of Directors proposes that cirka 40 per cent of the annual remunerations and bonuses be paid with the shares of the company.
The Board of Directors proposes that the auditors' fees be paid as per invoiced, based on carried out competitive bidding of accounting services.
12. Resolution on the number of members of the Board of Directors and possible deputy members
The above mentioned shareholdersrepresenting over 50 percent of the votes, propose to the Annual General Meeting that the number of members of the Board of Directors be confirmed at five (5) and that no deputy members will be elected.
13. Election of the chairman and the deputy chairman and members of the Board
The above mentioned shareholders representing over 50 percent of the votes, propose to the Annual General Meeting that following persons be elected to the Board of Directors: Markku E. Rentto, Matti Lainema, Jukka Koskinen, Taisto Riski and Raimo Valo. The above mentioned shareholders propose Markku E. Rentto as Chairman and Jukka Koskinen as Vice Chairman.
14. Election of auditor
The above mentioned shareholders representing over 50 percent of the votes, propose that Authorized Public Accountants KPMG Ltd, with Authorized Public Accountant Lasse Holopainen as responsible auditor, be elected as the auditor of the company for a term that expires at the end of the Annual General Meeting of 2015.
15. Authorizing the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that it be authorized to decide on acquisition of the company's own shares by using the assets from the company's distributable funds so that the maximum number of class B shares to be acquired is 588,076. The proposed amount corresponds to approximately 9.77 percent of all the shares in company and in total ten percent of the company's class B shares. The shares will be acquired through public trading arranged by NASDAQ OMX Helsinki in accordance with its rules, and the consideration to be paid for the shares to be acquired must be based on market price. The company may acquire B class shares directly from a shareholder other than its major owner, by entering into a contractual trade, provided that the number of class B shares to be acquired via contractual trade is at least 15,000 and that the consideration to be paid for the shares is equal to the prevailing market price in NASDAQ OMX Helsinki at the time of the acquisition. When carrying out the acquisition of the company's own shares, derivatives, share lending and other contracts customary to the capital markets may be entered into within the limits set by law and regulations.
The authorization entitles the Board of Directors to decide on the directed acquisition in a proportion other than that of the shares held by the shareholders.
The Board of Directors is entitled to decide on all other matters pertaining to the acquisition of the company's own shares.
The authorization is proposed to remain in force until the next Annual General Meeting.
16. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above mentioned proposals of the Board of Directors relating to the agenda of the general meeting as well as this notice are available on Neo Industrial Plc's website. Neo Industrial Plc’s annual accounts, the report of the board of directors and the auditor's report, are available on the website latest on week 12/2014. The proposals of the Board of Directors and the annual accounts are also available at the 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 website as from 17 April 2014.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
In order to attend the general meeting, the shareholders must be registered as the company's shareholders in Neo Industrial Plc's shareholder register maintained by Euroclear Finland on 24 March 2014 at the latest.
A shareholder who wants to participate in the general meeting shall register for the meeting no later than 31 March 2014 before 16.00, at the latest, by giving a prior notice of participation. Such notice can be given:
a) by e-mailing email@example.com
b) by telephoning +358 40 846 0860
d) by regular mail to address Neo Industrial Plc, P.O. Box 12, 05801 Hyvinkää, Finland.
The registration must arrive before the end of the registration period.
In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant. The personal data given to Neo Industrial Plc is used only in connection with the general meeting and with the processing of related registrations.
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares who wants to participate in the general meeting must be entered into the shareholders' register of the company on the record date of the meeting, 24 March 2014. A shareholder of nominee registered shares must also be temporarily entered into the shareholders' register held by Euroclear Finland, of the Company on 31 March 2014 by 10.00 am. Finnish time at the latest. With respect to nominee registered shares the temporary entry into the shareholders' register is considered as registration for the Annual General Meeting.
A holder of nominee registered shares, who wishes to participate in the Annual General Meeting, is advised to request necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank.
3. Proxy representative and powers of attorney
A shareholder may participate in the 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 general meeting.
When a shareholder participates in the shareholders' meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares represented by each proxy representative shall be identified in connection with the registration for the shareholders' meeting.
Possible proxy documents should be delivered in originals to the address Neo Industrial Plc, P.O. Box 12, 05801 Hyvinkää, Finland before the last date of registration.
4. Other information
On the date of this notice to the Annual General Meeting 12 March 2014, the number of A-shares in Neo Industrial Plc is 139,600 shares, representing a total of 2,792,000 votes, and the number of B-shares is 5,880,760 shares, representing a total of 5,880,760 votes.
Helsinki, 12 March 2014
Neo Industrial Plc
The Board of Directors
Jari Salo, Managing Director, tel. +358 207 209 196