Invitation to the Annual General Meeting
Neste Oil Corporation
Stock Exchange Release
5 February 2013 at 9.30 a.m. (EET)
Invitation to the Annual General Meeting
Neste Oil Corporation's shareholders are hereby invited to the Annual General Meeting to be held on Thursday, 4 April 2013, beginning at 11.00 am EET, at Finlandia Hall at Mannerheimintie 13 e, 00100 Helsinki. Registration and the distribution of voting papers will begin at 10.00 am EET.
A. Matters to be discussed and the agenda
The following matters will be discussed and decided at the AGM:
Opening of the meeting
Matters of order for the meeting
Selection of the examiners of the minutes and supervisors for counting the votes
Establishing the legality of the meeting
Confirmation of shareholders present and the voting list
Presentation of the Financial Statements for 2012, including also the Consolidated Financial Statements, and the Review by the Board of Directors and the Auditor's Report
- Review by the President & CEO.
Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
Use of the profit shown in the Balance Sheet and deciding the payment of a dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.38 per share shall be paid on the basis of the approved balance sheet for 2012. 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 Tuesday, 9 April 2013. The Board proposes to the AGM that payment shall be made on 16 April 2013.
Discharging the members of the Board of Directors and the President & CEO from liability
Deciding the remuneration of the members of the Board of Directors
The AGM 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 the term of office lasting until the conclusion of the next AGM shall remain unchanged, in other words that the Chair shall 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, an attendance payment of EUR 600 per meeting shall be made to Board members attending meetings of the Board and its committees, and members' expenses reimbursed in accordance with the Company's travel policy. The attendance payment shall be doubled, to EUR 1,200 per meeting, for members of the Board living outside Finland.
Deciding the number of members of the Board of Directors
The AGM Nomination Board proposes to the AGM that the number of Board members shall be confirmed at seven.
Election of the Chair, Vice Chair, and members of the Board of Directors
The AGM Nomination Board proposes to the AGM that the following members of the current Board of Directors - Mr. Jorma Eloranta, Ms. Maija-Liisa Friman, Mr. Michiel Boersma, and Ms. Laura Raitio - shall be re-elected, and that the following new members - Mr. Per-Arne Blomquist, Mr. Willem Schoeber, and Ms. Kirsi Sormunen - shall be elected, to sit until the conclusion of the next AGM. The AGM Nomination Board proposes that Mr. Jorma Eloranta continue as Chair and Ms. Maija-Liisa Friman as Vice Chair.
All relevant information regarding the individuals above can be found at the Company's Web site, www.nesteoil.com.
Deciding the remuneration of the Auditor
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.
Selection of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM should re-select Ernst & Young Oy, Authorized Public Accountants, as the Company's Auditor, with Ms. Anna-Maija Simola, Authorized Public Accountant, with principal responsibility. The Auditor's term of office shall end at the conclusion of the next AGM.
Appointing a Shareholders' Nomination Board
The Board of Directors proposes that the AGM should establish a permanent Shareholders' Nomination Board to be responsible for drafting and presenting proposals covering the remuneration and number of members of the Company's Board of Directors and for presenting candidates as potential Board members to the AGM and to an Extraordinary General Meeting of Shareholders where needed. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the Company's three largest shareholders, who shall appoint one member each. The Chair of the Company's Board of Directors shall serve as the fourth member.
The Company's largest shareholders entitled to elect members to the Nomination Board shall be determined annually on the basis of the registered holdings in the Company's list of shareholders held by Euroclear Finland Ltd. as of the first weekday in September in the year concerned. The Chair of the Company's Board of Directors shall request each of the three largest shareholders established on this basis to nominate one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member.
The Chair of the Board of Directors shall convene the first meeting of the Nomination Board, which will be responsible for electing a Chair from among its members; the Nomination Board's Chair shall be responsible for convening subsequent meetings. When the Nomination Board has been selected, the Company will issue a release to this effect.
The Nomination Board shall serve until further notice, unless the AGM decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
The Nomination Board shall forward its proposals for the AGM to the Company's Board of Directors annually by 31 January, prior to the holding of the AGM. Proposals intended for a possible Extraordinary General Meeting shall be forwarded to the Company's Board of Directors in time for them to be included in the invitation to the meeting sent out to shareholders.
The Board's proposal can be read in its entirety at the Company's Web site, www.nesteoil.com.
Closing of the meeting
B. AGM documents
The proposals included in the agenda of the AGM, together with this invitation, shall be available for consultation at Neste Oil Corporation's Web site at www.nesteoil.com. Neste Oil Corporation's Annual Report, containing the Company's Financial Statements, Review by the Board of Directors, and the Auditor's Report shall be available at the same site by the week beginning 4 March 2013. The proposals and financial statement documents mentioned 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 also be available for consultation at the meeting. Copies of these documents, together with this invitation, will also be sent on request to shareholders. The minutes of the meeting will be available at the Web site referred to above from 18 April 2013 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 Thursday, 21 March 2013 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 28 March 2013 at the latest. Shareholders can register for the AGM:
Via the Company Web site, www.nesteoil.com, following the instructions detailed there, or
By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
By fax, on +358 (0)10 458 5440, or
By letter, addressed to Neste Oil Corporation, Marja Telenius, POB 95, FI-00095 NESTE OIL.
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 Oil Corporation 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 necessary, be able to prove their identity and/or authorization to represent a shareholder.
2. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 21 March 2013, 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 28 March 2013 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 in good time. 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 can also be found at the Company's Web site, www.nesteoil.com.
3. Use of a proxy and authorizations
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 shall be 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 Oil Corporation, Marja Telenius, POB 95, FI-00095 NESTE OIL to reach the Company before the last date for registration.
4. Other instructions and information
Shareholders attending the Annual General Meeting shall be 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 Oil Corporation on the date of this invitation, 4 February 2013, was 256,403,686, representing an equivalent number of votes.
Participants can park at Q-Park Finlandia adjacent to Finlandia Hall at their own expense.
Details on how to reach Finlandia Hall by public transport can be found at www.finlandiatalo.fi/en.
Espoo, 4 February 2013
Neste Oil Corporation
Board of Directors
Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350