Neste Oil Corporation Stock Exchange Release
9 February 2007 at 9:05 a.m. EET
NESTE OIL'S BOARD OF DIRECTORS' PROPOSALS TO THE AGM
Neste Oil Corporation's Board of Directors will propose to the Annual General
Meeting to be held in the Congress Wing of the Helsinki Fair Centre at 2.00 pm on
21 March 2007 that Neste Oil should pay a dividend of EUR 0.90 for the 2006
financial year, equivalent to a total of EUR 231 million. The Board will also
propose that Ernst & Young Oy, Authorized Public Accountants, should be appointed
as the Company's Auditors, with Ms Anna-Maija Simola as Auditor. In addition, the
Board will propose various amendments to the Company's Articles of Association.
The Board will propose that the Company's current Articles of Association should
be amended as follows:
1. That Article 3 covering the Company's minimum and maximum share capital, and
Article 4 covering the number of shares, should be removed.
2. That Article 5 should state that shares come under the book-entry securities
system covered by the Act on Book-entry Securities, and that the other parts
of the Article should be removed.
3. That Subsection 4 of Article 6 should be amended in line with the new
Companies Act to state that the task of the Supervisory Board is to monitor
the administration of the Company that is the responsibility of the Board of
Directors and the President & CEO, and to provide the Annual General Meeting
of Shareholders with a statement on the Company's Financial Statements,
Review by the Board of Directors, and Auditors' Report.
4. That Articles 8 and 10 should use the term 'right of representation of the
Company', in line with the new Companies Act rather than the current
'authorization to sign for the Company'.
5. That Clauses 1 and 3 of Subsection 2 of Article 14 should be amended to
state that the Annual General Meeting of Shareholders shall be presented
with financial statements for the year, that also include Consolidated
Financial Statements, and a Review by the Board of Directors and the
statement of the Supervisory Board on the financial statements, the Review
by the Board of Directors and the Auditors' Report; and that Clauses 4 and 5
should be amended to state that the Annual General Meeting shall make
decisions on adoption of the Financial Statements covering also the adoption
of Consolidated Financial Statements and on the distribution of the profit
for the year shown in the Balance Sheet.
6. That Article 15 covering the redemption requirement associated with shares
should be removed, as corresponding mandatory legislation is contained in
the Securities Markets Act.
Neste Oil Corporation
Osmo Kammonen
Senior Vice President, Communications
Neste Oil Corporation is a refining and marketing company focused on advanced,
clean traffic fuels, with a strategy that prioritizes growing its refining and
premium-quality biodiesel businesses. Neste Oil's refineries are located in
Porvoo and Naantali in Finland, and have a total refining capacity of approx.
250,000 bbl/d. The company employs around 4,700 people. Neste Oil is listed on
the Helsinki Stock Exchange. For further information, see www.nesteoil.com.