Neste Corporation's shareholders are hereby invited to the Annual General Meeting (AGM) to be held on Wednesday, 30 March 2016, beginning at 1.00 pm EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki. Registration and the distribution of voting papers will begin at 12.00 noon EET.
A. Matters to be discussed and the agenda
The following matters will be discussed and decided at the AGM:
1. Opening 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 2015, 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
The Board of Directors proposes to the AGM that a dividend of EUR 1.00 per share should be paid on the basis of the approved balance sheet for 2015. 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 Friday, 1 April 2016. The Board proposes to the AGM that payment is made on 8 April 2016.
9. Discharging the members of the Board of Directors and the President & CEO from liability
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 remain unchanged, in other words that the Chair will receive EUR 66,000 a year, the Vice Chair EUR 49,200 a year, and other members EUR 35,400 a year each. 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. The meeting fee for telephone meetings will be paid according to the fee payable for meetings held in each member's home country.
The Shareholders’ Nomination Board proposes to the AGM that the number of Board members shall be confirmed at seven.
The Shareholders’ Nomination Board proposes to the AGM that the following members Mr. Jorma Eloranta, Ms. Maija-Liisa Friman, Ms. Laura Raitio, Mr Jean-Baptiste Renard, Mr Willem Schoeber, Ms. Kirsi Sormunen and Marco Wirén be re-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 the above individuals have given their consent to the duties mentioned, and all information relevant to their work on the Board of Directors related to the nominated candidates is presented on the company website, www.neste.com.
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.
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 Corporation. The Auditor's term of office shall end at the conclusion of the next AGM.
The Board proposes that the Annual General Meeting authorizes the Board to decide on donations in the aggregate maximum amount of EUR 1,500,000 to be given to universities and higher education institutions. The donations can be made in one or more installments. The Board may decide on the donation beneficiaries and the amount of each donation. The authorization shall be in force until the closing of the next Annual General Meeting.
16. Closing of the meeting
The proposals included in the agenda of the AGM, together with this invitation, are available for consultation at Neste Corporation's website at www.neste.com. Neste 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 on 9 March 2016 at the latest. 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 website referred to above from 13 April 2016 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 Wednesday, 16 March 2016 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 pm EET on 23 March 2016 at the latest. Shareholders can register for the AGM:
a) On Neste Corporation’s website www.neste.com, by following the instructions detailed therein, or
b) By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
c) By fax, on +358 (0)10 458 5440, or
d) By letter, addressed to Neste Corporation, Annual General Meeting, P.O. Box 95, FI-00095 NESTE
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 Corporation by the shareholders 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.
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 16 March 2016, 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 am EET on 23 March 2016 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 well in advance. 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 is also available at the company's website, www.neste.com.
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 are 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 Corporation, Annual General Meeting, POB 95, FI-00095 NESTE to reach the company before the last date for registration.
4. Other instructions and information
Shareholders attending the Annual General Meeting are 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 Corporation on the date of this invitation, 3 February 2016, was 256,403,686, representing an equivalent number of votes.
AGM participants can park at the Helsinki Fair Centre’s car park. Parking is paid at the ticket machines located in the parking areas.
The company will serve coffee to the AGM participants.
Details on how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation’s website, www.finnexpo.fi.
Espoo, 3 February 2016
Board of Directors