Neo Industrial Oyj - Notice to general meeting

NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 1 March 2017 at 6.15 PM

NOTICE TO THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC

The Annual General Meeting of Neo Industrial Plc will be held on Thursday, 30
March 2017 at 2 pm at Hotel Radisson Blu Seaside, Ruoholahdenranta 3, 00180
Helsinki. Registration and distribution of voting tickets will start at 1.30
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 2016 

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
distribution of assets 

The Board of Directors proposes that no dividend be paid for the financial year
2016. The Board of Directors proposes that the Annual General Meeting resolve
to distribute assets from the non-restricted equity of the company to the
shareholders of the company for EUR 0.04 per share. Capital repayments are paid
to shareholders who are registered in company’s shareholder register,
maintained by Euroclear Finland Ltd, on the record date, 3 April 2017. The
Board of Directors proposes that capital repayments be paid on 27 April 2017. 

10.    Resolution on the use of the non-restricted equity

The Board of Directors proposes that the Annual General Meeting resolve to use
EUR20,655,302.07 from the non-restricted equity of the company, complying with
the company's balance sheet of 31 December 2016, to cover retained earnings.
The covering of retained earnings improves the preconditions for the
distribution of profit in future financial periods. 

11.    Resolution on the discharge from liability of the members of the Board
of Directors and the Managing Director 

12.    Resolution on the remuneration of the members of the Board of Directors
and the auditors 

The shareholders representing over 50 per cent of the votes, propose that the
members of the Board be paid an annual remuneration of EUR 10,000 and 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. 

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 2017 and the shares
will be handed over in June 2018. 

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 2018 – average share
price in May 2017). 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 2018 and the shares will be
handed over in June 2018. 

The Board of Directors proposes that the auditor's fees be paid as per
invoiced, based on carried out competitive bidding of accounting services. 


13.    Resolution on the number of members of the Board of Directors and
possible deputy members 

14.    Election of the chairman and the deputy chairman and members of the Board

15.    Election of auditor

The shareholders representing over 50 per cent 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 2018. 

16.    The forfeiture of the shares in the joint account and the rights carried
by the shares 

The Board of Directors proposes that the Annual General Meeting resolve, within
the meaning of chapter 4, section 10(2) of the Finnish Limited Liability
Companies Act, that the rights to shares in the book-entry system and the
rights carried by the shares will be forfeited with regards to the shares in
the joint account and that the aforementioned shares shall be passed to the
company. 

On the basis of proposal, such forfeiture would concern the shares that are
still in the joint account with regard to which the registration of shareholder
rights in the book-entry system has not been declared prior to the resolution
concerning the matter by the Annual General Meeting at 2 pm on 30 March 2017. 

17.    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 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 proposed to remain in force until the next Annual General
Meeting, however at the maximum of 18 months. 

18.    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 9
March 2017. 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 13 April 2017. 



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 20 March 2017 at the latest. 

A shareholder who wants to participate in the general meeting shall register
for the meeting no later than 27 March 2017 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 40 631 7774 or
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, 20 March 2017. A shareholder of nominee registered
shares must also be temporarily entered into the shareholders' register held by
Euroclear Finland, of the Company on 27 March 2017 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 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, 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 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 Annual General Meeting 1 March 2016, 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, 1 March 2017

Neo Industrial Plc
The Board of Directors

FURTHER INFORMATION
Ralf Sohlström, Managing Director, tel. +358 40 770 2720

www.neoindustrial.fi/en