Neste Oil Oyj : Decisions taken by Neste Oil's Annual General Meeting
Neste Oil Corporation
Stock Exchange Release
4 April 2013 at 4 p.m (EET)
Decisions taken by Neste Oil's Annual General Meeting
Neste Oil Corporation's Annual General Meeting (AGM) was held today at the
Finlandia Hall and adopted the company's financial statements and consolidated
financial statements for 2012 and discharged the Board of Directors and the
President & CEO t from liability for 2012.
Dividend of EUR 0.38 per share
The AGM also approved the Board of Directors' proposal regarding the
distribution of the company's profit for 2012, authorizing payment of a
dividend of EUR 0.38 per share. This will be paid to all shareholders included
in the register of shareholders maintained by the Euroclear Finland on the
record date set for payment of the dividend, which shall be 9 April 2013.
Payment will be made on 16 April 2013.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Board, the AGM
confirmed the membership of the Board of Directors at seven members, and the
following were re-elected to serve until the end of the next AGM: Mr Jorma
Eloranta, Ms Maija-Liisa Friman, Mr Michiel Boersma, and Ms Laura Raitio. Mr
Per-Arne Blomquist, Mr Willem Schoeber, and Ms Kirsi Sormunen were elected as
new Board members. Mr Eloranta was re-elected as Chair and Ms Friman as Vice
Chair. Board member introductions can be found at company's web site.
The AGM decided to keep the remuneration to the Board unchanged as follows:
· Chair EUR 66,000 a year
· Vice Chair EUR 49,200 a year
· members EUR 35,400 a year.
In addition, those participating at Board meetings and meetings convened by
the Board's committees will receive a payment of EUR 600 per meeting, together
with their travelling costs, in accordance with the company's travel policy. A
payment of double this, EUR 1,200 per meeting, will be made to Board members
living outside Finland.
In accordance with a proposal by the Board of Directors, Ernst & Young Oy,
Authorized Public Accountants, were appointed as the company's Auditor, with
Authorized Public Accountant Anna-Maija Simola as Senior Auditor, until the
end of the next AGM. Payment for their services shall be made in accordance
with their invoice approved by the Company.
Shareholders' Nomination Board
Following the proposal by the Board of Directors, the AGM decided to establish
a permanent Shareholders' Nomination Board to be responsible for drafting and
presenting proposals covering the remuneration and number of members of the
Company's Board of Directors and for presenting candidates as potential Board
members to the AGM and to an Extraordinary General Meeting of Shareholders
where needed. The Nomination Board shall also be responsible for identifying
successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall
be appointed by the Company's three largest shareholders, who shall appoint
one member each. The Chair of the Company's Board of Directors shall serve as
the fourth member.
The Company's largest shareholders entitled to elect members to the Nomination
Board shall be determined annually on the basis of the registered holdings in
the Company's list of shareholders held by Euroclear Finland Ltd. as of the
first weekday in September in the year concerned. The Chair of the Company's
Board of Directors shall request each of the three largest shareholders
established on this basis to nominate one member to the Nomination Board. In
the event that a shareholder does not wish to exercise his or her right to
appoint a representative, it shall pass to the next-largest shareholder who
would not otherwise be entitled to appoint a member.
The Chair of the Board of Directors shall convene the first meeting of the
Nomination Board, which will be responsible for electing a Chair from among
its members; the Nomination Board's Chair shall be responsible for convening
subsequent meetings. When the Nomination Board has been selected, the Company
will issue a release to this effect.
The Nomination Board shall serve until further notice, unless the AGM decides
otherwise. Its members shall be elected annually and their term of office
shall end when new members are elected to replace them.
The Nomination Board shall forward its proposals for the AGM to the Company's
Board of Directors annually by 31 January, prior to the holding of the AGM.
Proposals intended for a possible Extraordinary General Meeting shall be
forwarded to the Company's Board of Directors in time for them to be included
in the invitation to the meeting sent out to shareholders.
The minutes of the Annual General Meeting shall be available for review in two
weeks from the Annual General Meeting at the company's headquarters.
Neste Oil Corporation
Director, Corporate Communications
For further information, please contact Mr Matti Hautakangas, General Counsel,
tel. +358 (0)50 458 5350
Neste Oil in brief
Neste Oil Corporation is a refining and marketing company concentrating on
low-emission, high-quality traffic fuels. The company produces a comprehensive
range of major petroleum products and is the world's leading supplier of
renewable diesel. Neste Oil had net sales of EUR 17.9 billion in 2012 and
employs around 5,000 people, and is listed on NASDAQ OMX Helsinki.
Neste Oil is included in the Dow Jones Sustainability World Index and the
Ethibel Pioneer Investment Register, and has featured in The Global 100 list
of the world's most sustainable corporations for many years. Forest Footprint
Disclosure (FFD) has ranked Neste Oil as one of the best performers in the oil
& gas sector. Further information: www.nesteoil.com
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information contained therein.
Source: Neste Oil Oyj via Thomson Reuters ONE
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