Neles Corporation: Proposals of the Board of Nomination of Shareholders regarding the composition and remuneration of the Board of Directors

Neles Corporation, IPO on January 24, 2022, at 11 a.m. EET

The Board of Appointments of Shareholders of the Neles Corporation (“Neles”) presents the following proposals to the 2022 Annual General Meeting scheduled for March 22, 2022, if the merger with Valmet Oyj don’t close before February 28, 2022. The proposals relate to the term of office of the Board of Directors taking effect at the end of the 2022 General Meeting and expiring upon registration of the completion of the merger of Neles in Valmet Oyj.

Proposal for the composition of the Board of Directors

The Shareholders’ Nomination Board proposes the following composition:

  • the number of Board members will be six
  • Jaakko Eskola will be re-elected Chairman of the Board of Directors
  • Anu Hämäläinen will be re-elected Vice-Chairman of the Board of Directors, and
  • Niko Pakalén, Teija Sarajärvi, Jukka Tiitinen and Mark Vernon will be re-elected as Council members.

The proposed members of the Board of Directors are presented on Neles website at https://www.neles.com/investors/governance/board/.

The proposed Board members have all agreed to be elected.

All of the proposed directors have been assessed as being independent of the company. Apart from Jukka Tiitinen and Niko Pakalén, the proposed directors are independent of significant shareholders. Jukka Tiitinen was assessed as dependent on Valmet Oyj because of his position as zone chairperson, North America of Valmet Oyj. Nico Pakalén was assessed as dependent on Cevian Capital Partners S.A. because of his position as a Partner at Cevian Capital AB.

Remuneration proposal for the board of directors

The Board of Nominating Shareholders offers the members of the Board the same fixed annual compensation as during the previous mandate. The remuneration to be paid will be calculated in proportion to the duration of the mandate on the basis of the following annual remuneration:

  • The Chairman of the Board will be remunerated €115,000, the vice president €65,000 and each member of the Council €50,000
  • The Chairman of the Audit Committee will be remunerated €15,000 and each member of the audit committee €7,500
  • The Chairman of the Compensation Committee will be remunerated €7,500 and each member of the Compensation Committee €3,750

The Shareholders’ Appointments Board also proposes that an attendance fee of 800 euro will be paid for each virtual board and committee meeting. If the physical presence of the Board member is required, attendance fees will be paid as follows:

  • a fee of 800 euro will be paid to Board members residing in the Nordic countries
  • a fee of €1,600 will be paid to Board members residing in other European countries
  • a fee of €3,200 will be paid to Board members residing outside Europe

Fixed annual compensation and attendance fees will be paid in cash. Any travel expenses will be reimbursed according to the company’s travel policy.

Composition of the Shareholder Nomination Board

Members of the Shareholder Nomination Committee are Mikko Mursula, Deputy Managing Director, Investments, Mutual Pension Insurance Ilmarinen; Pasi Laine, CEO, Valmet Oyj; Philippe Ahlgren, Vice President, Cevian Capital AB, and Jaakko Eskola, president of Neles Board of Directors. Further information on the Shareholder Nomination Board is available at https://www.neles.com/investors/governance/nomination-board/.

NELES CORPORATION

For more information, please contact:

Mikko Mursula, chairman of the shareholder nomination board, tel. : +358503803016, email: mikko.mursula(at)ilmarinen.fi

Investor requests:

Rita Uotila, Vice President, Investor Relations, Neles Corporation, Phone. : + 358 400 954141, Email: rita.uotila(at)neles.com

DISTRIBUTION:
Nasdaq helsinki
Main media
www.neles.com

Neles is a leading provider of critical flow control solutions and services for process industries. With our global team of experts and innovative solutions, we help our customers improve process performance and ensure safe material flow. Neles is listed on Nasdaq Helsinki in Finland and achieved sales of €576 million in 2020. Neles employs around 2,950 people in around 40 countries.

www.neles.com, Twitter.com/nelesflow

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