Neste Oil Corporation
Stock Exchange Release
3 April 2014 at 5.20 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 2013 and discharged the Board of Directors and the
President & CEO from liability for 2013.
Dividend of EUR 0.65 per share
The AGM also approved the Board of Directors' proposal regarding the
distribution of the company's profit for 2013, authorizing payment of a dividend
of EUR 0.65 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 8 April 2014. Payment will be
made on 15 April 2014.
Composition of the Board of Directors
In accordance with the proposal made by the Shareholders' 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 Per-Arne Blomquist, Ms Laura Raitio, Mr
Willem Schoeber, and Ms Kirsi Sormunen. Mr Jean-Baptiste Renard was elected as a
new Board member. 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.
Company Auditor
In accordance with a proposal by the Board of Directors, PricewaterhouseCoopers
Oy, were appointed as the company's Auditor, with Authorized Public Accountant
Mr Markku Katajisto as the principally responsible auditor for Neste Oil
Corporation, until the end of the next AGM. Payment for their services shall be
made in accordance with their invoice approved by the Company.
Amending the Company's Articles of Association
In accordance with a proposal by the Board of Directors, the Company's Articles
of Association was amended as follows:
a. Remove the requirement contained in Article 4 that a person who has reached
the age of 68 cannot be elected to the Board of Directors and keep Article 4
otherwise unchanged.
b. Amend Article 10 to read as follows:
"10 § Notice of a General Meeting of Shareholders
Notices convening a General Meeting of Shareholders are issued by the Board of
Directors. Notices shall be delivered by publishing them on the Company's Web
site no earlier than two (2) months and no later than three (3) weeks prior to a
meeting and at least nine (9) days prior to the record date set for the meeting.
In addition, the Company shall publish details on the date and location of the
meeting, together with the address of the Company's Web site, in one or more
newspapers within the same period of time.
To participate in a General Meeting of Shareholders, a shareholder must register
with the Company by the date specified in the notice, which date shall not be
earlier than ten (10) days before the General Meeting of Shareholders. Since the
Company's shares are included in the book-entry system, the provisions of the
Finnish Companies Act concerning the right to participate in General Meetings of
Shareholders shall also be taken into account.
The General Meetings of Shareholders shall be held in Espoo, Helsinki, or
Vantaa."
Authorizing the Board of Directors to decide the buyback of Company shares
In accordance with a proposal by the Board of Directors, the AGM authorized the
Board to decide the purchase of the Company's own shares ('Buyback
authorization') under the following terms:
Under this Buyback authorization, the Board shall be authorized to decide the
purchase of and/or take as security a maximum of 2,000,000 Company shares using
the Company's unrestricted equity. The number of shares shall be equivalent to
approximately 0.78% of the Company's total shares.
Shares may be purchased in one or more lots. The purchase price shall be at
least the lowest price paid for Company shares in regulated trading at the time
of purchase and no more than the highest price paid for Company shares in
regulated trading at the time of purchase. In connection with the buyback of
Company shares, derivative, share lending, or other agreements that are normal
within the framework of capital markets may take place in accordance with
legislative and regulatory requirements and at a price determined by the market.
The authorization shall allow the Board to decide to purchase shares otherwise
than in proportion to shareholders' current holdings (directed buyback).
Shares so purchased can be used as consideration in possible acquisitions or in
other arrangements that are part of the Company's business, to finance
investments, as part of the Company's incentive program, or be retained,
conveyed, or cancelled by the Company.
The Board of Directors shall decide the other terms related to the buyback of
Company shares. The Buyback authorization shall remain in force for eighteen
(18) months from the decision taken by the AGM.
Authorizing the Board of Directors to decide the conveyance of treasury shares
In accordance with a proposal by the Board of Directors, the AGM authorized the
Board to decide the conveyance of the treasury shares held by the Company under
the following terms:
Under this authorization, the Board shall be authorized to take one or more
decisions concerning the distribution of the treasury shares held by the
Company, with the proviso that the number of shares thereby conveyed totals a
maximum of 2,000,000 shares, equivalent to approximately 0.78% of all the
Company's shares.
The treasury shares held by the Company can be distributed to the Company's
shareholders in proportion to the shares they already own or via a directed
share issue that bypasses shareholders' pre-emptive rights if the Company has a
weighty financial reason for doing so, such as using the shares in question as
consideration in possible acquisitions or in other arrangements that are part of
the Company's business, to finance investments, or as part of the Company's
incentive program.
The treasury shares held by the Company can be conveyed against payment or
distributed free of charge. A directed share issue can only be made free of
charge if there is a particularly weighty financial reason, in respect of the
Company's interests and those of all its shareholders, for doing so.
The Board will also be responsible for the other terms and conditions of a share
issue. The authorization shall remain in force until 30 June 2017.
Availability of the minutes for review
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
Kaisa Lipponen
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 17.5 billion in 2013 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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