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2011-03-30 13:31:15 CEST 2011-03-30 13:32:10 CEST REGULATED INFORMATION Neomarkka - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLCNEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 30 March 2011 at 2.30 pm DECISIONS BY THE ANNUAL GENERAL MEETING OF NEO INDUSTRIAL PLC The Annual General Meeting (AGM) of Neo Industrial Plc was held today, 30 March 2011, in Helsinki. The AGM approved the proposal by the Board of Directors that the 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. The authorization is in force until 31 December 2011. The AGM approved the financial accounts for 2010 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 deputy chairman of the Board of Directors, EUR 15,000 for the chairman of the Board, and an attendance remuneration of EUR 600 per each meeting for the Board and committees, and that the members of the Board be compensated for their travel expenses. 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 2,000 for the chairman of the Board and EUR 1,000 for the members of the Board, multiplied by annual return based on the stock price development of Neo Industrial Plc's class B share for the period February 2011 - February 2012. Should the annual return exceed 50 percent, the bonus shall be paid in accordance with 50 percent. The AGM decided that new members to be elected in Neo Industrial Plc's Board shall undertake 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. Futhermore, the AGM approved the proposal of the Board that the auditors' fees be paid as per reasonable invoice. The AGM approved the proposal that the number of members of the Board shall be six (6) and nominated the following persons be elected to the Board: chairman Matti Lainema, deputy chairman Pekka Soini and members Ilpo Helander, Risto Kyhälä, Taisto Riski and Raimo Valo. No deputy members were elected. The AGM approved the proposal 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 AGM of 2012. The AGM approved the Board's proposal to amend the Company's Articles of Association as follows: 14 § Invitation to the shareholders' meeting ”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.” The AGM approved the Board's 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 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 to decide on the acquisition in a proportion other than that of the shares held by the shareholders (directed acquisition). The Board is entitled to decide on all other matters pertaining to the acquisition of the company's own shares. The authorization remains in force until the next Annual General Meeting. The AGM approved the Board of Directors proposal to 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 if there is a weighty financial reason for the company to do so. The Board may also decide on a share issue to the company itself without payment. The Board was also authorized to issue special rights referred to in Chapter 10, section 1 of the Finnish 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 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 remain in force at maximum of five (5) years after the decision made by the Annual General Meeting. Neo Industrial Plc Markku E Rentto Managing Director 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 |
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