NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 28 March 2019 at 3.00 PM
Decisions of the Annual General Meeting
The Annual General Meeting (AGM) of Neo Industrial Plc was held today, 28 March 2019, in Helsinki.
The AGM approved the financial accounts for the 2018 accounting period and granted the Company’s Board and the Managing Director discharge from liability for the 2018 accounting period.
The AGM resolved, in accordance with the Board’s proposal, that for the 2018 accounting period a dividend of EUR 0.02 per each A and B share will be paid. The AGM resolved to pay the dividend on 29 April 2019 to shareholders who on the record date of the dividend payment, 1 April 2019, are registered in the Company’s shareholder register maintained by Euroclear Finland Ltd.
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. The AGM approved that the members of the Board are compensated for their travel expenses.
Circa 40 per cent of the annual remuneration will be paid with the shares of the company. Conversion into the shares will be carried out based on the average share price of the company’s class Bshare in May 2019, and the shares will be handed over in June 2020.
The AGM resolved that the members of the Board will be paid a bonus based on the price development of the Company’s class B share, 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 the Company’s class B share (average share price in May 2019 – average share price in May 2018). Should the annual return exceed 50 per cent, the bonus shall be paid in accordance with 50 per cent. Thus, the highest multiplier is 50.
Circa 40 per cent of the bonuses will be paid with the shares of the company. Conversion into the shares will be carried out based on the average share price of the Company’s class B share in May 2020, and the shares will be handed over in June 2020.
The AGM resolved that the auditors’ fees be paid as per invoice based on competitive bidding of accounting services.
The AGM approved, in accordance with the shareholders’ proposal, that the number of members of the Board shall be four (4) and re-elected the following persons to the Board: Markku E. Rentto, chairman; Jukka Koskinen, deputy chairman and Marjo Matikainen-Kallström and Ari Järvelä as members of the Board. No deputy members were elected.
The AGM elected, in accordance with the shareholders’ proposal, Authorized Public Accountants KPMG Ltd, with Authorized Public Accountant Leenakaisa Winberg as responsible auditor, as the Company’s auditor for a term that expires at the end of the Annual General Meeting of 2020.
The AGM authorized, in accordance with the Board of Director’s proposal, the Board of Directors to decide on the acquisition of the Company’s own shares with assets from the Company’s unrestricted equity so that the maximum number of class B shares to be acquired is 588,076. The amount corresponds to approximately 9.77 per cent of all the shares in the Company and in total 10,0 per cent of the Company’s class B shares.
The shares will be acquired through 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 acquisitions of the Company’s own shares, derivatives, stock lending and other agreements 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 also decide on a 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 will remain in force until the next Annual General Meeting, however no longer than 18 months.
Helsinki, 28 March 2019
Neo Industrial PLC
Ralf Sohlström
Managing Director
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.