Decisions taken by Neste Oil´s Annual General Meeting
Neste Oil Corporation’s Annual General Meeting (AGM), held 21 March 2007 at the Helsinki Fair Centre, adopted the company’s financial statements and consolidated financial statements for 2006 and discharged Neste Oil’s Supervisory Board, Board of Directors, and President & CEO from liability for 2006.
Dividend of EUR 0.90 per share
The AGM also approved the Board of Directors’ proposal regarding the distribution of the company’s profit, sanctioning payment of a dividend of EUR 0.90 per share. This will be paid to all shareholders included in the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend, which shall be 26 March 2007. Payment will be made on Tuesday, 3 April 2007.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Committee, the AGM decided that the Board of Directors will comprise eight members, and the following were reelected: Mr. Timo Peltola as Chairman, Mr. Mikael von Frenckell as Vice Chairman, and Ms. Ainomaija Haarla, Ms. Nina Linander, Mr. Pekka Timonen, and Ms. Maarit Toivanen-Koivisto as members. The following new members were elected, also in accordance with the proposal made by the AGM Nomination Committee: Mr. Antti Tanskanen and Mr. Michael A.M. Boersma. A more detailed presentation of the Board can be consulted at the company’s website, www.neste.com. The Board’s term of office will last until the end of the next AGM.
As proposed, the remuneration paid to the Board will remain unchanged as follows:
- Chairman EUR 55,000 a year
- Vice Chairman EUR 42,000 a year
- members EUR 30,000 a year
In addition, those participating at Board meetings and meetings convened by the Board’s committees will receive a payment of EUR 500 a meeting. This payment will be doubled for Board members living outside Finland.
Composition and remuneration of the Supervisory Board
The AGM rejected the proposal put forward by George Jauhiainen, one of the company’s shareholders, that the Supervisory Board should be abolished. The AGM confirmed that the Supervisory Board comprises eight members and reelected the following members to another term of office: Mr. Klaus Hellberg (Chairman), Mr. Markku Laukkanen (Vice Chairman), Mr. Mikael Forss, Ms. Heidi Hautala, Ms. Satu Lähteenmäki, Mr. Markus Mustajärvi, and Ms. Jutta Urpilainen. Ms. Marjo Matikainen-Kallström was elected as a new member.
No changes were made to the remuneration paid to the Supervisory Board, which remains as follows:
- Chairman EUR 1,000 a month
- Vice Chairman EUR 600 a month
- members EUR 500 a month.
In addition, those participating at Supervisory Board meetings receive a payment of EUR 200 a meeting.
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 Auditor, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice.
Changes to the Articles of Association
The AGM decided to amend Neste Oil Corporation’s Articles of Association in accordance with a proposal by the Board of Directors as follows:
- Article 3 covering maximum and minimum equity, and Section 4 covering the number of shares, have been removed.
- Article 5 was amended to state that the company’s shares are included in the book-entry securities system legislated under the Finnish Act on Book-entry Securities. The other clauses in the section have been removed.
- Subsection 4 of Article 6 has been amended to comply with the requirements of the new Companies Act, and now states that the Supervisory Board is responsible for supervising the management of the company, which is the responsibility of the Board of Directors and the President and CEO, and for providing the Annual General Meeting with a statement on the financial statements, the review by the Board of Directors, and the auditor’s report.
- Articles 8 and 10 were amended to reflect the terminology contained in the new Companies Act in respect of persons granted the right to represent the company.
- Clauses 1 and 3 of Subsection 2 of Article 14 were amended to state that the Annual General Meeting shall consider financial statements that include the company’s consolidated financial statements, together with the Board’s review, and the Supervisory Board’s statement on the financial statements, the review by the Board of Directors, and the auditor’s report; and Clauses 4 and 5 were amended to state that the General Meeting shall decide the adoption of the financial statements, including the adoption of the consolidated financial statements, and the distribution of the profit shown in the balance sheet.
- Article 15 covering the obligation to redeem company shares has been removed.
The company’s complete Articles of Association can be consulted at www.nesteoil.com.
AGM Nomination Committee
Following a proposal by the Ministry of Trade and Industry, representing the Finnish State, the AGM decided to establish a Nominations Committee to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nominations 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 will lie 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 representative, this right shall pass to the next-largest shareholder. The company’s largest shareholders shall be determined on the basis of the information on holdings registered in the book-entry system, with the proviso that the holdings of a shareholder required under securities legislation to flag certain changes in his holdings, and with shares spread across a number of funds, for example, shall be combined if the shareholder informs the company of his wishes to this effect in writing by 31 October 2007. 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 Nominations Committee will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.
The AGM was unanimous in its decisions, with the exception of shareholder George Jauhiainen's proposal that the Supervisory Board should be abolished. The proposal was rejected in a vote, in which 1.68% of votes were cast in favor and 98.32% against.