Invitation to the Annual General Meeting
Neste Oil Corporation
Stock Exchange Release
4 February 2014 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, 3 April 2014, beginning at 11.00 a.m. EET, at Finlandia Hall at Mannerheimintie 13 e, 00100 Helsinki. Registration and the distribution of voting papers will begin at 10.00 a.m. 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 the 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 2013, including also the Consolidated Financial Statements, 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 0.65 per share should be paid on the basis of the approved balance sheet for 2013. 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, 8 April 2014. The Board proposes to the AGM that payment shall be made on 15 April 2014.
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 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 shall receive EUR 66,000 a year, the Vice Chair EUR 49,200 a year, and the 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 shall be reimbursed in accordance with the Company's travel policy. The attendance payment shall be doubled, to EUR 1,200 per meeting, for Board members living outside Finland.
Deciding the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the number of Board members shall be confirmed at seven.
Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the following members of the current Board of Directors - Mr. Jorma Eloranta, Ms. Maija-Liisa Friman, Mr. Per-Arne Blomquist, Ms. Laura Raitio, Mr. Willem Schoeber, and Ms. Kirsi Sormunen - shall be re-elected, and that the following new member - Mr. Jean-Baptiste Renard - shall be 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 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 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 Oil Corporation. The Auditor's term of office shall end at the conclusion of the next AGM.
Amending the Company's Articles of Association
The Board proposes that the Company's Articles of Association should be amended as follows:
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.
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
The Board proposes that the AGM should authorize the Board to purchase Company 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
The Board proposes that the AGM should authorize 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.
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, the Review by the Board of Directors, and the Auditor's Report shall be available at the same site by the week beginning 3 March 2014. 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 Web site referred to above from 17 April 2014 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 Monday, 24 March 2014 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 p.m. EET on 28 March 2014 at the latest. Shareholders can register for the AGM:
Via Neste Oil Corporation's Web site www.nesteoil.com, by following the instructions detailed therein, or
By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 a.m. - 4.00 p.m. EET), or
By fax, on +358 (0)10 458 5440, or
By letter, addressed to Neste Oil Corporation, Annual General Meeting, 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 required, 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. 24 March 2014, 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 a.m. EET on 31 March 2014 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, Annual General Meeting, 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, 3 February 2014, was 256,403,686, representing an equivalent number of votes.
Participants can park at the underground Q-Park Finlandia facility 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, 3 February 2014
Neste Oil Corporation
Board of Directors
Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350
Neste Oil in brief
Neste Oil Corporation is a refining and marketing company concentrating on low-emission, high-quality traffic fuels. The company produces a comprehensive range of major petroleum products and is the world's leading supplier of renewable diesel. Neste Oil had net sales of EUR 17.5 billion in 2013 and employs around 5,000 people, and is listed on NASDAQ OMX Helsinki.
Neste Oil is included in the Dow Jones Sustainability World Index and the Ethibel Pioneer Investment Register, and has featured in The Global 100 list of the world's most sustainable corporations for many years. Forest Footprint Disclosure (FFD) has ranked Neste Oil as one of the best performers in the oil & gas sector. Further information: www.nesteoil.com