Notice to the Extraordinary Shareholders' Meeting of Neo Industrial Plc

The Extraordinary Shareholders' Meeting of Neo Industrial Plc will be held on Tuesday, 24 November 2020 at 2 pm at Hyvinkään Villatehdas, Kankurinkatu 4-6, 05800 Hyvinkää. The registration to the meeting will start at 1.30 pm.

Extraordinary Shareholders' Meeting is convened to consider the proposal to change the company's name. According to the proposal the company name will be changed to “Reka Industrial Oyj” and parallel company name “Reka Industrial Plc”. The new name will better describe the parent company of a Group that focuses on industrial activities. In addition to the name change, the company's line of business description will be revised and the number of Board members, the composition of the Board, and the remuneration of the Board members will be updated.

Due to the COVID-19 pandemic, the aim is to hold the Extraordinary Shareholders' Meeting as short as possible. No catering will be served at the meeting and no materials will be handed out. The presence of members of Neo Industrial Plc's Board of Directors, auditor and management team is limited to a minimum.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' 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. Amendment of the Articles of Association 1 § Business Name
   
   The shareholders representing over 50 per cent of the votes, propose that the Extraordinary Shareholders' Meeting decide to amend 1 § as follows:
   
   1 § Business name
   The company's business name is Reka Industrial Oyj, in English Reka Industrial Plc.
   
   
7. Amendment of the Articles of Association 3 § Line of Business
   
   Shareholders representing more than 50% of the votes propose that the Extraordinary Shareholders' Meeting decide to amend 3 § as follows:
   
   3 § Line of Business
   The company's line of business is to create and implement the Group's strategy and to plan and implement financially appropriate investments directly or through its subsidiaries. The company's line of business is to carry out manufacturing and other business related to the electrical and technical rubber industry, as well as research and development activities, either directly or through its subsidiaries or associated companies. The company is also in charge of owning and managing shares, stakes, securities and other assets, supervising the operations of its subsidiaries and associated companies and other business units, and providing centralized operational, strategic, administrative, financial, risk management, financial management and other services for its' subsidiaries and associated companies. The Company may also engage in financing activities, and acquire, own, manage, lease and trade in real estate, securities and other financial instruments. Activities can be operated both in Finland and abroad. The company may also carry on its business under its auxiliary business names.
   
   
8. Resolution on the remuneration of the members of the Board of Directors
   
   The shareholders representing over 50 per cent of the votes, propose that the performance bonus of the Board members decided by the Annual General Meeting on June 24, 2020 will be waived completely. In addition, it is proposed that the annual remuneration decided by the Annual General Meeting on June 24, 2020 be valid only until November 30, 2020.
   
   

   It is proposed that as of 1 December 2020, the annual remuneration (12 months) of the members of the Board of Directors be EUR 18,000 and that of the Chairman of the Board EUR 25,000, and that the members of the Board be compensated for their travel expenses. It is proposed that the annual remuneration of committee members be EUR 2,500. No separate meeting fees to be paid.
   
   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 January 2021 and the shares will be handed over in April 2021.

9. Resolution on the number of members of the Board of Directors and possible deputy members
   
   
10. Election of the chairman and the deputy chairman and members of the Board
    
    
11. 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 www.neoindustrial.fi/en .The proposals of the Board of Directors and other documents mentioned above are also available at the Extraordinary Shareholders' Meeting. The minutes of the Extraordinary Shareholders' Meeting will be available to shareholders on the above-mentioned website no later than December 8, 2020.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY SHAREHOLDERS' MEETING 

1. The right to participate and registration to the Extraordinary Shareholders' Meeting

In order to attend the Extraordinary Shareholders' Meeting, the shareholders must be registered as the company's shareholders in Neo Industrial Plc's shareholder register maintained by Euroclear Finland on 12 November 2020 at the latest.

A shareholder who wants to participate in the Extraordinary Shareholders' Meeting shall register for the meeting no later than 18 November 2020 12 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 +358 207 200 395; 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 and telephone number as well as the name and personal identification number of a possible assistant or proxy representative. 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 Extraordinary Shareholders' Meeting must be entered into the shareholders' register of the company on the record date of the meeting, 12 November 2020. A shareholder of nominee registered shares must also be temporarily entered into the shareholders' register held by Euroclear Finland, of the Company on 19 November 2020 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 Extraordinary Shareholders' Meeting. Changes in shareholdings after the record date of the Extraordinary Shareholders' Meeting do not affect the right to participate in the Extraordinary Shareholders' Meeting or the number of votes of the shareholder.

A holder of nominee registered shares, who wishes to participate in the Extraordinary Shareholders' 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 Extraordinary Shareholders' 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 Extraordinary 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 Extraordinary Shareholders' Meeting.

Possible proxy document originals should be delivered 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 Extraordinary 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 the Extraordinary Shareholders' Meeting 22 October 2020, 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, 22 October 2020

Neo Industrial Plc
The Board of Directors

FURTHER INFORMATION
Jukka Poutanen, Managing Director, tel. +358 40 833 9007