NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 9 April 2015 at 3 pm
DECISIONS BY THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC
The Annual General Meeting (AGM) of Neo Industrial Plc was held today, 9 April 2015, in Helsinki.
The AGM approved the proposal by the Board of Directors that no dividends be paid for 2014.
The AGM approved the financial accounts for 2014 and granted the Company´s Board and Managing Director discharge from responsibility for the period.
The AGM approved the proposed annual remuneration of EUR 10,000 for the members of the Board of Directors, EUR 12,500 for the chairman of the Board and an attendance remuneration of EUR 600 per each meeting for the Board and the committees, and that the members of the Board are compensated for their travel expenses.
Circa 40 per cent of the annual remunerations will be paid with the shares of the company. Transfer to the shares is made by using the average share price of Neo Industrial Plc´s B-share in May 2015 and the shares will be handed over in June 2016.
The AGM approved 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 500 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 (average share price in May 2016 – average share price in May 2015). Should the annual return exceed 50 per cent, the bonus shall be paid in accordance with 50 per cent. So the highest multiplier when counting remuneration is 50.
Circa 40 per cent of the bonuses will be paid with the shares of the company. Transfer to the shares is made by using the average share price of Neo Industrial Plc´s B-share in May 2016 and the shares will be handed over in June 2016.
The AGM approved the proposal of the Board that the auditors' fees be paid as per invoice.
The AGM approved the proposal that the number of members of the Board shall be five (5) and nominated the following persons to the Board: Markku E. Rentto, chairman; Jukka Koskinen, deputy chairman and Marjo Matikainen-Kallström, Jorma Sirén and Raimo Valo as members of the Board. No deputy members were elected.
The AGM approved the Board´s proposal 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 2016.
The AGM approved The Board of Directors proposal 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 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 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 remained in force until the next Annual General Meeting.
Helsinki, 9 April 2015
Neo Industrial Plc
Jari Salo
Managing Director
FURTHER INFORMATION
Jari Salo, Managing Director, tel. +358 207 209 196
www.neoindustrial.fi
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 main list of NASDAQ Helsinki Stock Exchange. Neo Industrial's business segment is Cable Industry.