Decisions taken by Neste Oil´s Annual General Meeting
(Thomson Reuters ONE) -
Neste Oil Corporation
Stock Exchange Release
15 April 2010 at 4.00 pm (EET)
Decisions taken by Neste Oil´s Annual General Meeting
Neste Oil Corporation's Annual General Meeting (AGM) was held today at the
Helsinki Fair Centre and adopted the company's financial statements and
consolidated financial statements for 2009 and discharged the Supervisory Board,
Board of Directors, and management from liability for 2009.
Dividend of EUR 0.25 per share
The AGM also approved the Board of Directors' proposal regarding the
distribution of the company's profit for 2009, sanctioning payment of a dividend
of EUR 0.25 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 20 April 2010. Payment will be
made on Tuesday, 27 April 2010.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Committee, 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: Mr Timo
Peltola, Mr Mikael von Frenckell, Mr Michiel Boersma, Ms Ainomaija Haarla, Ms
Nina Linander, Mr Hannu Ryöppönen and Mr Markku Tapio. Ms Maija-Liisa Friman was
elected as a new member. Mr Timo Peltola will continue as Chairman and Mr Mikael
von Frenckell as Vice Chairman. Board member introductions can be found at
company's web site.
The AGM decided to pay the following remuneration to the Board:
In addition, those participating at Board meetings and meetings convened by the
Board's committees will receive a payment of EUR 600 per meeting, together with
their travelling costs, in accordance with the company's travel policy. A
payment of double this, EUR 1,200 per meeting, will be made to Board members
living outside Finland.
Composition and remuneration of the Supervisory Board
The AGM confirmed that the Supervisory Board shall comprise seven members and
the following members were elected: Ms Heidi Hautala (Chairman), Mr Kimmo
Tiilikainen (Vice Chairman), Mr Esko Ahonen, Mr Timo Heinonen, Mr Markus
Mustajärvi and Ms Anne-Mari Virolainen. Ms Miapetra Kumpula-Natri was elected
for the first time. Members are all Finnish Members of Parliament, with the
exception of Ms Heidi Hautala, who is a Member of the European Parliament.
No changes were made to the remuneration paid to the Supervisory Board, which
remains as follows:
In addition, those participating at Supervisory Board meetings receive a payment
of ?200 per meeting, together with their travelling costs, in accordance with
the company's travel policy.
The proposal to dissolve the Supervisory Board was not accepted.
Company Auditor
In accordance with a proposal by the Board of Directors, Ernst & Young Oy,
Authorized Public Accountants, were appointed as the company's Auditor, with
Authorized Public Accountant Anna-Maija Simola as Senior Auditor, until the end
of the next AGM. Payment for their services shall be made in accordance with
their invoice.
Amendment to the Articles of Association
In accordance with a proposal by the Board of Directors, Subsection 1 of Section
11 of the Articles of Association has been amended and now requires that the
invitation to an AGM should be made at least three weeks prior to a meeting and
at least nine days prior to the record date set for the meeting as defined in
Subsection 2 of Section 2 of Chapter 4 of the Companies Act.
AGM's Nomination Committee
Following a proposal by the Prime Minister's Office, representing the Finnish
State, the AGM decided to establish a Nominations Committee to prepare proposals
covering the members of the Board of Directors and their remuneration for
consideration by the next AGM. The Nomination Committee comprises
representatives of the Company's three largest shareholders and shall also
include, as an expert member, the Chairman of the Board. The right to appoint
the shareholder representatives on this Committee will lie with the three
shareholders holding the largest number of votes associated with all the
company's shares on 1 November preceding the AGM. In the event that a
shareholder does not wish to exercise his right to appoint a representative,
this right shall pass to the next-largest shareholder. The company's largest
shareholders shall be determined on the basis of the information on holdings
registered in the book-entry system, with the proviso that the holdings of a
shareholder required under securities legislation to flag certain changes in his
holdings, and with shares spread across a number of funds, for example, shall be
combined if the shareholder informs the company of his wishes to this effect in
writing by 29 October 2010. The Chairman of the Board of Directors will be
responsible for convening the Committee, and the Committee's members will
appoint a Chairman from among themselves. The Nominations Committee will present
their proposal to the Board of Directors by 1 February prior to the AGM at the
latest.
Shareholder Suomela's and Liimatainen's proposal
Shareholder Maija Suomela's and Matti Liimatainen's proposal that Neste Oil
should halt its use of palm oil was entered in the minutes of the AGM. The
meeting took no decision on the matter, however, as it was considered as falling
within the scope of the responsibilities of the company's general judicial
power.
The minutes of the Annual General Meeting will be available at the company's
head office in two weeks time.
NESTE OIL CORPORATION
Hanna Maula
Director, Corporate Communications
For further information, please contact Mr Matti Hautakangas, General Counsel,
tel. +358 (0)50 458 5350
Neste Oil in brief
Neste Oil Corporation is a refining and marketing company concentrating on
low-emission, high-quality traffic fuels. The company is the world's leading
supplier of renewable diesel. Neste Oil's refineries are located in Porvoo and
Naantali and have a combined crude oil refining capacity of approx. 260,000
barrels a day. The company had net sales of EUR 9.6 billion in 2009 and employs
around 5,100 people. Neste Oil's share is listed on the NASDAQ OMX Helsinki.
Neste Oil has been selected into the Dow Jones Sustainability World Index and
awarded 'Best in Class' recognition for its social accountability by Storebrand.
The company is also featured in the Ethibel Pioneer Investment Register and
included in Innovest's Global 100 list of the world's most sustainable
corporations. Forest Footprint Disclosure (FFD) has ranked Neste Oil as the best
performer in the oil & gas sector. Further information: www.nesteoil.com
[HUG#1404154]
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Datum: 15.04.2010 - 15:01 Uhr
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