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Decisions taken by Neste's Annual General Meeting
Neste Corporation's Annual General Meeting (AGM) was held today (5 April 2018) at the Helsinki Fair Centre and adopted the company's Financial Statements and Consolidated Financial Statements for 2017 and discharged the Board of Directors and the President & CEO from liability for 2017.
Dividend of EUR 1.70 per share
The AGM approved the Board of Directors' proposal regarding the distribution of the company's profit for 2017, authorizing payment of a dividend of EUR 1.70 per share. The dividend shall be paid in two installments.
The first installment of dividend, EUR 0.85 per share, will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for first dividend installment, which shall be Monday, 9 April 2018. The first dividend installment will be paid on Monday, 16 April 2018.
The second installment of dividend, EUR 0.85 per share, will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for second dividend installment, which shall be Wednesday, 10 October 2018. The second dividend installment will be paid on Wednesday, 17 October 2018.
The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend, in case the rules and regulations on the Finnish book-entry system would be changed, or otherwise so require.
Authorizing the Board of Directors to decide on the conveyance of treasury shares
The AGM approved the Board of Directors' proposal on authorizing the Board to decide on the conveyance of the treasury shares held by the Company under the following terms:
Under the authorization, the Board shall be authorized to take one or more decisions on the conveyance of treasury shares held by the Company, provided that the number of shares thereby conveyed totals a maximum of 1,000,000 shares, equivalent to approximately 0.39% of all the Company's shares.
The treasury shares held by the Company may be conveyed to the Company's shareholders in proportion to the shares they already own or through 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 may be conveyed against payment or free of charge. A directed share issue may 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 shall decide on other terms and conditions of share issue. The authorization shall remain in force until 30 June 2021.
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 eight members, and the following were re-elected to serve until the end of the next AGM: Ms. Martina Flöel, Mr. Matti Kähkönen, Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber and Mr. Marco Wirén. The following were elected as new members: Ms. Elizabeth (Elly) Burghout and Mr. Jari Rosendal.
Mr. Matti Kähkönen was elected as Chair and Ms. Laura Raitio was elected as new 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 Corporation, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice approved by the Company.
Availability of the minutes for review
The minutes of the Annual General Meeting shall be available for review in two weeks from the Annual General Meeting at the company's headquarters.