Invitation to the Annual General Meeting
Neste Oil Corporation
Stock Exchange Release
4 February 2015 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 Wednesday, 1 April 2015, beginning at 11.00 a.m. EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio1, 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:
1. Opening of the meeting
2. Matters of order for the meeting
3. Selection of the examiners of the minutes and the supervisors for counting the votes
4. Establishing the legality of the meeting
5. Confirmation of shareholders present and the voting list
6. Presentation of the Financial Statements for 2014, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report
- Review by the President & CEO
7. Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
8. 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 2014. 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, 7 April 2015. The Board proposes to the AGM that payment shall be made on 14 April 2015.
9. Discharging the members of the Board of Directors and the President & CEO from liability
10. 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 be EUR 84,000 a year for the Chair, EUR 55,000 a year for the Vice Chair, and EUR 42,000 a year for the other members each. However, should a Board member act as Chair of the Board's Audit Committee, he or she shall receive the same annual fee as the Board's Vice Chair. In addition, members of the Board of Directors would receive an attendance payment of EUR 600 for each Board or Committee meeting held in the member's home country and 1,200 EUR for each Board or Committee meeting held in another country, plus compensation for expenses in accordance with the Company's travel policy.
Contrary to the proposal of the Shareholders' Nomination Board, the State of Finland, which owns 50.1% of the total amount of the company shares and the votes associated with them, has informed the Company on 3 February 2015, in its capacity as shareholder, that it will propose to the AGM that the annual remuneration paid to the members of the Board remain at their current level, i.e. the Chair of the Board of Directors be paid EUR 66,000, the Vice Chair EUR 49,200 and each member EUR 35,400 a year.
11. 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.
12. 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, Ms. Laura Raitio, Mr Jean-Baptiste Renard, Mr Willem Schoeber and Ms. Kirsi Sormunen - shall be re-elected, and that the following new member - Mr. Marco Wirén - 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.
13. 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.
14. 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.
15. Amending the Company's Articles of Association
The Board proposes that the AGM should amend the Article 1 of the Company's Articles of Association regarding the company name so that the company name is Neste Oyj, Neste Abp in Swedish and Neste Corporation in English.
After the amendment, the Article 1 of the Articles of Association would, in its entirety, be 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."
16. 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 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. The Buyback authorization cancels previous buyback authorizations.
17. 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 2018.
18. 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 2 March 2015. 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 15 April 2015 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 Friday, 20 March 2015 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 27 March 2015 at the latest. Shareholders can register for the AGM:
a) Via Neste Oil Corporation's Web site www.nesteoil.com, by following the instructions detailed therein, or
b) By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 a.m. - 4.00 p.m. EET), or
c) By fax, on +358 (0)10 458 5440, or
d) 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. 20 March 2015, 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 27 March 2015 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 2015, was 256,403,686, representing an equivalent number of votes.
Participants can park at the Helsinki Fair Centre's car park at their own expense.
Details on how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation's Web site, www.finnexpo.fi.
Espoo, 3 February 2015
Neste Oil Corporation
Board of Directors
Neste Oil in brief
Neste Oil Corporation is a refining and marketing company specializing in high-quality fuels for cleaner traffic. The company produces all of the most important oil products and is the world's leading supplier of diesels made of renewable raw materials. In 2014, the company's net sales stood at EUR 15 billion, and it employs some 5,000 people. Neste Oil shares are listed on the NASDAQ Helsinki.
Neste Oil has been accepted into the Dow Jones Sustainability World Index. The company has also been on the Global 100 list of sustainable companies for several years in succession. CDP Forest has selected Neste Oil as one of the best companies taking care of their forest footprint in the oil and gas industry.www.nesteoil.com