Neste Oil Corporation's Annual General Meeting (AGM) was held on Thursday, 3 April 2014, beginning at 11.00 a.m. EET, at Finlandia Hall at Mannerheimintie 13 e, 00100 Helsinki.
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.
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.