NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 21 August 2014 at 4 pm
NOTICE TO THE EXTRAORDINARY SHAREHOLDERS´ MEETING OF NEO INDUSTRIAL PLC
The Extraordinary Shareholders´ Meeting of Neo Industrial Plc will be held on Thursday, 11 September 2014 at 2 pm at Pörssitalo, Fabianinkatu 14, 00100 Helsinki. Entry and registration through reception of NASDAQ OMX Helsinki, A- stair, second floor. Registration and distribution of voting tickets will start at 1 pm.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS´ MEETING
The meeting shall handle the following matters:
- 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
- Authorizing the Board of Directors to decide on the share issues
The Board of Directors proposes that the Extraordinary General Meeting authorize the Board to decide on an issue of new class B shares. The new class B shares may be issued in deviation from the shareholders´ pre-emptive rights. The maximum number of new class B shares issued may amount to a total of 5,000,000 shares. The proposed maximum number of new class B shares represent approximately 85 % of the present B shares and 83 % of all present shares of the company.
The Board of Directors can use the authorization to finance or implement corporate acquisitions or other arrangements or to other purposes decided by the Board of Directors. The authorization is however not to be used to implement the management´s or key person´s incentive program.
The Board is proposed to be entitled to decide on all other matters pertaining to the issuance of shares as well as other special rights entitling to shares.
The authorization is proposed to remain in force at maximum of five (5) years after the decision made by the Extraordinary Shareholders´ Meeting. This authorization does not replace or cancel any earlier authorizations for share issues.
- Closing of the Meeting
B. DOCUMENTS OF THE EXTRAORDINARY SHAREHOLDERS´ MEETING
The above mentioned proposals of the Board of Directors relating to the agenda of the Extraordinary Shareholders´ meetings, this notice and other meeting documents are available on Neo Industrial Plc´s website www.neoindustrial.fi and at the premises of the Company latest 21 August 2014. The proposals of the Board of Directors with supporting material 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 25 September 2014.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY SHAREHOLDERS´ MEETING
1. The right to participate and registration
In order to attend the Extraordinary Shareholders´ Meeting, the shareholders must be registered as the company's shareholders in Neo Industrial Plc's shareholder register maintained by Euroclear Finland on 1 September 2014 at the latest.
A shareholder who wants to participate in the Extraordinary Shareholders´ Meeting shall register for the meeting no later than 8 September 2014 16.00, at the latest, by giving a prior notice of participation. Such notice can be given:
a) by e-mailing viestinta@neoindustrial.fi
b) by telephoning +358 207 209 192
c) by regular mail to address Neo Industrial Plc, Niinistönkatu 12, 05800 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 Extraordinary Shareholders´ Meeting and with the processing of related registrations.
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, 1 September 2014. A shareholder of nominee registered shares must also be temporarily entered into the shareholders' register held by Euroclear Finland, of the Company on 8 September 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 Extraordinary Shareholders´ 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 meeting from his/her custodian bank. The custodian bank is to inform the holder of nominee registered shares, who wants to participate to the Extraordinary Shareholders´ Meeting,
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary Shareholders´ 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 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, Niinistönkatu 12, 05800 Hyvinkää, Finland before the last date of registration.
4. Other information
Pursuant to Chapter 5, section 25 of the 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.
On the date of this notice to the Extraordinary Shareholders´ Meeting 21 August 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.
Hyvinkää, 21 August 2014
Neo Industrial Plc
The Board of Directors
FURTHER INFORMATION
Jari Salo, Managing Director, tel. +358 207 209 196