Decisions taken by Neste Oil's Annual General Meeting
Neste Oil Corporation's Annual General Meeting (AGM) was held 1 April 2015 at the Helsinki Fair Centre and adopted the company's Financial Statements and Consolidated Financial Statements for 2014 and discharged the Board of Directors and the President & CEO from liability for 2014.
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 2014, 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 7 April 2015. Payment will be made on 14 April 2015.
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, Ms Laura Raitio, Mr Jean-Baptiste Renard, Mr Willem Schoeber, and Ms Kirsi Sormunen. Mr Marco Wirén 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 to the annual fee, members of the Board of Directors will receive a meeting fee of EUR 600 for each Board and Committee meeting held in the member's home country and EUR 1,200 for each Board and Committee meeting held in another country, plus compensation for expenses pertaining to the company's travel guidelines. The meeting fee for telephone meetings will be paid according to the fee payable for meetings held in each member's home country.
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 AGM amended the Company’s Articles of Association 1 § 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. "
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 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.
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 2018.