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AGM 2006

Adoption of Financial Statements and Discharge of Liability

Neste Oil's Annual General Meeting was held in Helsinki on 22 March 2006. The AGM adopted the income statement and the balance sheet of the parent company and the Group for 2005 and discharged the members of the Supervisory Board, the Board of Directors and the President and CEO from liability for 2005.

Dividend

The AGM also approved the proposal of the Board of Directors to pay a dividend of EUR 0.80 EUR per share, in total EUR 205 million, for 2005. The dividend was paid to all shareholders registered with the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend which was 27 March 2006. The dividend payment date was 3 April 2006.

Composition and Remuneration of Board of Directors

The members of the Board of Directors were re-elected for a further term of office in accordance with the proposal made by the AGM's Nomination Committee. Accordingly, the Board of Directors comprises eight members: Mr Timo Peltola (Chairman), Mr Mikael von Frenckell (Vice Chairman), Ms Ainomaija Haarla, Mr Kari Jordan, Mr Juha Laaksonen, Ms Nina Linander, Mr Pekka Timonen and Ms Maarit Toivanen-Koivisto. The Board members are presented under heading Board Members. The Board was elected until the end of the following AGM.

The remuneration to be paid to the Board Members also remained unchanged as follows:

  • Chairman EUR 55,000 a year
  • Vice Chairman EUR 42,000 a year
  • Members EUR 30,000 a year

In addition, EUR 500 will be paid to each Board member for each board meeting or committee meeting attended.

Composition and Remuneration of Supervisory Board

The members of the Supervisory Board were re-elected for a further term of office. Accordingly, the Supervisory Board comprises eight members: Mr Klaus Hellberg (Chairman), Mr Markku Laukkanen (Vice Chairman), Mr Mikael Forss, Ms Heidi Hautala, Ms Satu Lähteenmäki, Mr Markus Mustajärvi, Mr Juhani Sjöblom and Ms Jutta Urpilainen. The Supervisory Board was elected until the end of the following AGM.

The remuneration to be paid to the members of the Supervisory Board remained unchanged as follows:

  • Chairman EUR1,000 a month
  • Vice Chairman EUR 600 a month
  • Members EUR 500 a month

In addition, EUR 200 will be paid to each member for each meeting attended.

Auditor

On recommendation of the Audit Committee and proposal of the Board of Directors, it was resolved to appoint the Company's current Auditor, PricewaterhouseCoopers Oy, Authorized Public Accountants, as Auditor of the Company until the end of the following AGM. Payment for the Auditor's services shall be made in accordance with the invoice.

AGM Nomination Committee

Following a proposal by the Ministry of Trade and Industry, representing the Finnish State, the AGM also decided to establish a Nomination Committee to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM.

The Nomination Committee will comprise the Chairman of the Board, as an expert member, together with representatives of the Company’s three largest shareholders. The right to appoint the shareholder representatives on this Committee lies with the three shareholders holding the largest number of votes associated with all the Company’s shares on the first day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a member, this right shall be transferred to the next largest shareholder. The Company's largest shareholders shall be determined on the basis of ownership information registered with the book-entry securities system, with the proviso that the holdings of a shareholder, held in a number of separate funds, for example, and who is required under Finnish securities legislation, as part of the flagging requirement, to notify the authorities of certain changes in the size of his holdings, shall be combined and treated as a single holding if the shareholder concerned informs the Company's Board of Directors of his wish that this should be done in writing by 31 October 2006 at the latest.

The Chairman of the Board of Directors will be responsible for convening the Committee, and the Committee’s members will appoint a Chairman from among themselves. The Nomination Committee will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.