Neomarkka - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC

NEO INDUSTRIAL PLC      STOCK EXCHANGE RELEASE   8 March 2011 at 4 p.m.


NOTICE TO THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC

The Annual General Meeting of Neo Industrial Plc will be held on Wednesday, 30
March 2011 at 1 p.m. at Hotel Hilton Helsinki Strand, John Stenbergin Ranta 4,
00530 Helsinki, Finland. Registration to the meeting will start at noon. 

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 2010 

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
payment of dividend 

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide upon dividend payment made from the company's
distributable funds of a maximum of 0.25 per A and B share. 

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

11. Resolution on the remuneration of the members of the Board of Directors and
the auditors and the basis for compensation of costs 

The shareholders representing over 50 percent of the votes, propose that the
members of the Board be paid an annual remuneration of EUR 10,000, the deputy
chairman of the Board an annual remuneration of EUR 12,500, the chairman of the
Board an annual remuneration of EUR 15,000, 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. 

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
2,000 for the chairman of the Board and EUR 1,000 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 for the period May 2011 - May 2012. Should
the annual return exceed 50 percent, the bonus shall be paid in accordance with
50 percent. 

Furthermore, the persons elected as new members of Neo Industrial Plc's Board
of Directors shall commit to acquire shares in the company by a minimum of EUR
30,000 during the year 2011. A member of the Board shall not transfer the class
B shares so acquired prior to 31 December 2013. 

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

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

The above mentioned shareholders propose to the Annual General Meeting that the
number of members of the Board of Directors be confirmed at six (6) and that no
deputy members will be elected. 

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

The above mentioned shareholders propose to the Annual General Meeting that
following persons be elected to the Board of Directors: Matti Lainema,
chairman, Pekka Soini, deputy chairman, Ilpo Helander, Risto Kyhälä, Taisto
Riski and Raimo Valo. 

14. Election of auditor

The above mentioned shareholders propose that Authorized Public Accountants
Ernst & Young Ltd, with Authorized Public Accountant Heikki Ilkka 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 2012. 

15. Decision on amendment of the Articles of Association

The company's Board of Directors proposes that the Annual General Meeting would
decide to change the article 14 so that the Notice to the Annual General
Meeting would no longer be published in a nationwide newspaper, but on the
company's internet pages. After the amendment the article 14 would read as
follows: 

”The notice to the Annual General Meeting shall be published on the company's
website no earlier than three (3) months prior to the record date as prescribed
by the Companies Act, chapter 4, subsection 2 of §, and no later than three (3)
weeks prior to the meeting, nine (9) days prior to the record date. 

In order to be authorized to attend the shareholders' meeting, a shareholder
must notify the Company by the deadline stated in the notice of shareholders'
meeting, which may be no earlier than ten (10) days prior to the meeting.” 

16. Authorizing the Board of Directors to decide on the repurchase of own shares

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
OMX 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 OMX 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 acquisition
in a proportion other than that of the shares held by the shareholders
(directed acquisition). 

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. 

17. Authorizing the Board of Directors to decide on the issuance of shares as
well as other special rights entitling to shares 

The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on an issue of new class B shares and on a transfer of class B
treasury shares held by the company either against or without payment. 

The new class B shares may be issued and the class B treasury shares held by
the company may be transferred to the shareholders of the company in proportion
to their shareholdings or in deviation from the shareholders' pre-emptive
rights. 

The Board of Directors may also decide on a share issue to the company itself
without payment. 

The Board of Directors also proposes that the Board be authorized to issue
special rights referred to in chapter 10, section 1 of the Companies Act
entitling the holder to receive new shares in the company or class B treasury
shares held by the company against payment. 

The maximum number of new class B shares, including shares to be issued under
special rights, may amount to a total of 2,000,000 shares, at maximum. 

The Board of Directors is entitled to decide on all other matters pertaining to
the issuance of shares as well as other special rights entitling to shares. 

The authorizations are proposed to remain in force at maximum of five (5) years
after the decision made by the Annual General Meeting. 

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 on week 11,
and the company's annual report will be published on week 11. The proposals 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 2011. 

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 Oy on 18 March 2011 at the latest. 

A shareholder who wants to participate in the general meeting shall register
for the meeting no later than 24 March 2011 before 16.00, at the latest, by
giving a prior notice of participation. Such notice can be given: 

a) by e-mailing info@neoindustrial.fi
b) by telephoning +358 40 1291 696;
c) by telefax +358 9 6844 6531 or
d) by regular mail to address Neo Industrial Plc, Aleksanterinkatu 48 A, 00100
Helsinki, 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. 

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. 

2. 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
general 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 as originals to the address Neo
Industrial Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland before the last
date of registration. 

3. 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 2011. A shareholder of nominee registered
shares must also be temporarily entered into the shareholders' register held by
Euroclear Finland Oy, of the Company on 25 March 2011 by 10.00 a.m. 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 Annual
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 general meeting from
his/her custodian bank. 

4. Other information

On the date of this notice to the Annual General Meeting 8 March 2011, 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. 

In Helsinki, 8 March 2011

Neo Industrial Plc
The Board of Directors



FURTHER INFORMATION
Markku E. Rentto, Managing Director, tel. +358 207 209 191

Neo Industrial Plc'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 B
shares are listed on the NASDAQ OMX Helsinki Stock Exchange. 

www.neoindustrial.fi