NEO INDUSTRIAL PLC NOTICE TO ANNUAL GENERAL MEETING 28 FEBRUARY 2019 at 12.00 pm
NOTICE TO THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC
The Annual General Meeting of Neo Industrial Plc will be held on Thursday, 28 March 2019 at 1 pm at Vanha Ylioppilastalo, Tiedekuntasali, Mannerheimintie 3, 00100 Helsinki. Registration and distribution of voting tickets will start at 12.30 pm.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL 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
- 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 2018
- Presentation of the auditor´s report
- Adoption of the annual accounts including consolidated annual accounts
- 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 a dividend of EUR 0.02 be paid for each of the A and B shares for the financial year 2018. The dividend will be paid to shareholders who are registered in the shareholders' register of Neo Industrial Plc held by Euroclear Finland Ltd on the record date for the dividend payment, April 1, 2019. The Board of Directors proposes that the dividend payment date be 29.4.2019.
- Resolution on the discharge from liability of the members of the Board of Directors and the Managing Director
- Resolution on the remuneration of the members of the Board of Directors and resolution on the auditor's fee
The shareholders representing over 50 per cent of the votes, propose that the annual remuneration of the Board members be kept unchanged and thus be as follows: EUR 10,000 for Board members and EUR 12,500 for the chairman of the Board, and the Board, and an attendance remuneration of EUR 600 per meeting for the board and committees, and that the members of the Board be compensated for their travel expenses.
It is proposed that 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 2019 and the shares will be handed over in June 2020.
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 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 2020 – average share price in May 2019). 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.
It is proposed that 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 2020 and the shares will be handed over in June 2020.
The Board of Directors proposes that the auditor’s fees be paid according to the invoice approved by the company, based on competitive bidding of accounting services.
- Resolution on the number of members of the Board of Directors and possible deputy members
- Election of the chairman and the deputy chairman and members of the Board
- Election of auditor
The shareholders representing over 50 per cent of the votes, propose that Authorized Public Accountants KPMG Ltd, with Authorized Public Accountant Leenakaisa Winberg 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 2020.
- Authorizing the Board of Directors to decide on the share issues
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 10 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 by 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, provided the company has a weighty reason for this as defined in the Finnish Companies Act.
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, however at the maximum of 18 months.
- 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 28 February 2019. The proposal 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 11 April 2019.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration to the Annual General Meeting
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 25 March 2019 at the latest.
A shareholder who wants to participate in the general meeting shall register for the meeting no later than 25 March 2019 4 pm, 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 +358 207 200 395
c) by regular mail to address Neo Industrial Plc, Kankurinkatu 4-6, 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 general 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, 18 March 2019. A shareholder of nominee registered shares must also be temporarily entered into the shareholders' register held by Euroclear Finland, of the Company on 25 March 2019 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 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 meeting from his/her custodian bank. The custodian bank is to inform the holder of nominee registered shares who wants to participate to the Annual General Meeting,
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 meeting.
When a shareholder participates in the general 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 general meeting.
Possible proxy documents should be delivered in originals to the address Neo Industrial Plc, Kankurinkatu 4-6, 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 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 Annual General Meeting 28 February 2019, 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, 28 February 2019
Neo Industrial Plc
The Board of Directors
FURTHER INFORMATION
Ralf Sohlström, Managing Director, tel. +358 40 770 2720
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.