Neste Oil Corporation
Stock Exchange Release
4 February 2015 at 9.30 a.m. (EET)
Invitation to the Annual General Meeting
Neste Oil Corporation's shareholders are hereby invited to the Annual General
Meeting to be held on Wednesday, 1 April 2015, beginning at 11.00 a.m. EET, in
the Congress Wing of the Helsinki Fair Centre at Messuaukio1, Helsinki.
Registration and the distribution of voting papers will begin at 10.00 a.m. EET.
A. Matters to be discussed and the agenda
The following matters will be discussed and decided at the AGM:
1. Opening of the meeting
2. Matters of order for the meeting
3. Selection of the examiners of the minutes and the supervisors for counting
the votes
4. Establishing the legality of the meeting
5. Confirmation of shareholders present and the voting list
6. Presentation of the Financial Statements for 2014, including also the
Consolidated Financial Statements, the Review by the Board of Directors, and the
Auditor's Report
- Review by the President & CEO
7. Adoption of the Financial Statements, including also the adoption of the
Consolidated Financial Statements
8. Use of the profit shown in the Balance Sheet and deciding the payment of a
dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.65 per
share should be paid on the basis of the approved balance sheet for 2014. The
dividend will be paid to shareholders who are included in the list of
shareholders maintained by Euroclear Finland Ltd. on the record date set for
payment of the dividend, which shall be Tuesday, 7 April 2015. The Board
proposes to the AGM that payment shall be made on 14 April 2015.
9. Discharging the members of the Board of Directors and the President & CEO
from liability
10. Deciding the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the annual
remuneration paid to the Chair of the Board of Directors, the Vice Chair, and
the other members of the Board for their term of office lasting until the
conclusion of the next AGM shall be EUR 84,000 a year for the Chair, EUR 55,000
a year for the Vice Chair, and EUR 42,000 a year for the other members each.
However, should a Board member act as Chair of the Board's Audit Committee, he
or she shall receive the same annual fee as the Board's Vice Chair. In addition,
members of the Board of Directors would receive an attendance payment of EUR
600 for each Board or Committee meeting held in the member's home country and
1,200 EUR for each Board or Committee meeting held in another country, plus
compensation for expenses in accordance with the Company's travel policy.
Contrary to the proposal of the Shareholders' Nomination Board, the State of
Finland, which owns 50.1% of the total amount of the company shares and the
votes associated with them, has informed the Company on 3 February 2015, in its
capacity as shareholder, that it will propose to the AGM that the annual
remuneration paid to the members of the Board remain at their current level,
i.e. the Chair of the Board of Directors be paid EUR 66,000, the Vice Chair
EUR 49,200 and each member EUR 35,400 a year.
11. Deciding the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the number of Board
members shall be confirmed at seven.
12. Election of the Chair, the Vice Chair, and the members of the Board of
Directors
The Shareholders' Nomination Board proposes to the AGM that the following
members of the current Board of Directors - Mr. Jorma Eloranta, Ms. Maija-Liisa
Friman, Ms. Laura Raitio, Mr Jean-Baptiste Renard, Mr Willem Schoeber and Ms.
Kirsi Sormunen - shall be re-elected, and that the following new member - Mr.
Marco Wirén - shall be elected, to sit until the conclusion of the next AGM. The
Shareholders' Nomination Board proposes that Mr. Jorma Eloranta continue as
Chair and Ms. Maija-Liisa Friman as Vice Chair.
All relevant information regarding the individuals above can be found at the
Company's Web site, www.nesteoil.com.
13. Deciding the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board proposes to the AGM that
the Auditor's fee shall be paid as invoiced and approved by the Company.
14. Selection of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM
should select PricewaterhouseCoopers Oy, Authorized Public Accountants, as the
Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint
Mr. Markku Katajisto, Authorized Public Accountant, as the principally
responsible auditor for Neste Oil Corporation. The Auditor's term of office
shall end at the conclusion of the next AGM.
15. Amending the Company's Articles of Association
The Board proposes that the AGM should amend the Article 1 of the Company's
Articles of Association regarding the company name so that the company name is
Neste Oyj, Neste Abp in Swedish and Neste Corporation in English.
After the amendment, the Article 1 of the Articles of Association would, in its
entirety, be as follows:
"1 § Company Name and Domicile
The company name of the Company is Neste Oyj, Neste Abp in Swedish, and Neste
Corporation in English.
The Company is domiciled in Espoo."
16. Authorizing the Board of Directors to decide the buyback of Company shares
The Board proposes that the AGM should authorize the Board to purchase Company
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 1,000,000 Company shares using
the Company's unrestricted equity. The number of shares shall be equivalent to
approximately 0.39% 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. The Buyback authorization
cancels previous buyback authorizations.
17. Authorizing the Board of Directors to decide the conveyance of treasury
shares
The Board proposes that the AGM should authorize 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 2018.
18. Closing of the meeting
B. AGM documents
The proposals included in the agenda of the AGM, together with this invitation,
shall be available for consultation at Neste Oil Corporation's Web site at
www.nesteoil.com. Neste Oil Corporation's Annual Report, containing the
Company's Financial Statements, the Review by the Board of Directors, and the
Auditor's Report shall be available at the same site by the week beginning 2
March 2015. The proposals and financial statement documents referred to above
shall also be available for consultation by shareholders as of the same date at
the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available
for consultation at the meeting. Copies of these documents, together with this
invitation, will be sent on request to shareholders. The minutes of the meeting
will be available at the Web site referred to above from 15 April 2015 onwards.
C. Instructions for those attending the AGM
1. Shareholders registered in the list of shareholders
Shareholders registered in the list of the Company's shareholders maintained by
Euroclear Finland Ltd. on the record date of Friday, 20 March 2015 shall be
entitled to attend the Annual General Meeting. A shareholder with shares
registered in his or her personal Finnish book-entry account is automatically
registered in the list of Company's shareholders.
A shareholder registered in the list of the Company's shareholders wishing to
attend the AGM shall make his or her wish known by 4.00 p.m. EET on 27 March
2015 at the latest. Shareholders can register for the AGM:
a) Via Neste Oil Corporation's Web site www.nesteoil.com, by following the
instructions detailed therein, or
b) By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 a.m. - 4.00 p.m.
EET), or
c) By fax, on +358 (0)10 458 5440, or
d) By letter, addressed to Neste Oil Corporation, Annual General Meeting, POB
95, FI-00095 NESTE OIL.
When registering, shareholders should provide their name, social security
number, address, telephone number, and the name of a possible assistant or proxy
representative and the social security number of a proxy representative. All
personal data provided to Neste Oil Corporation will only be used for the
purposes of the AGM and in connection with processing the necessary
registrations relating to the meeting. Shareholders, their representatives, or
proxy representatives present at the meeting should, where required, be able to
prove their identity and/or authorization to represent a shareholder.
2. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the AGM on
the basis of shares held on the record date, i.e. 20 March 2015, that would
entitle them to be included in the list of shareholders maintained by Euroclear
Finland Ltd. Attendance also requires that these shareholders are included
temporarily in the list of shareholders maintained by Euroclear Finland Ltd. by
10.00 a.m. EET on 27 March 2015 at the latest. This is considered as registering
a shareholder with nominee-registered holdings to attend the AGM.
Shareholders with nominee-registered holdings are encouraged to request their
custodian bank for the necessary instructions concerning temporary registration
with the list of shareholders, issuing letters of proxy, and registering for the
meeting in good time. Account managers at custodian banks should register
shareholders with nominee-registered holdings who wish to attend the AGM and
would be entitled to be included in the list of shareholders on the basis of
shares held as mentioned above in the list of Company shareholders on a
temporary basis by the date referred to above at the latest.
Further information can also be found at the Company's Web site,
www.nesteoil.com.
3. Use of a proxy and authorizations
A shareholder is entitled to participate and make use of his or her rights as a
shareholder at the Annual General Meeting by proxy.
A person holding a shareholder's proxy should be in possession of a dated letter
of proxy or otherwise be able to show in a reliable manner that he or she is
entitled to act in this capacity on behalf of a shareholder. Authorizations
shall be considered as covering one meeting only unless otherwise stated. In the
event that a shareholder is represented by more than one proxy representing
shares held in different securities accounts, each proxy should state which
shares he or she represents when registering to attend the AGM.
Originals of shareholders' letters of proxy should be sent to Neste Oil
Corporation, Annual General Meeting, POB 95, FI-00095 NESTE OIL to reach the
Company before the last date for registration.
4. Other instructions and information
Shareholders attending the Annual General Meeting shall be entitled under
Chapter 5, Section 25 of the Companies Act to present questions to the meeting
on the matters listed in the agenda.
The total number of shares in Neste Oil Corporation on the date of this
invitation, 3 February 2015, was 256,403,686, representing an equivalent number
of votes.
Participants can park at the Helsinki Fair Centre's car park at their own
expense.
Details on how to reach the Fair Centre by public transport can be found at the
Finnish Fair Corporation's Web site, www.finnexpo.fi.
Espoo, 3 February 2015
Neste Oil Corporation
Board of Directors
Neste Oil in brief
Neste Oil Corporation is a refining and marketing company specializing in high-
quality fuels for cleaner traffic. The company produces all of the most
important oil products and is the world's leading supplier of diesels made of
renewable raw materials. In 2014, the company's net sales stood at EUR 15
billion, and it employs some 5,000 people. Neste Oil shares are listed on the
NASDAQ Helsinki.
Neste Oil has been accepted into the Dow Jones Sustainability World Index. The
company has also been on the Global 100 list of sustainable companies for
several years in succession. CDP Forest has selected Neste Oil as one of the
best companies taking care of their forest footprint in the oil and gas
industry.www.nesteoil.com
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