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. Â 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 supervisors for counting the
4. Establishing the legality of the meeting
5. Confirmation of shareholders present and the voting list
6. 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.
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
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.
9. Discharging the members of the Board of Directors and the President & CEO
10. 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.
11. 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.
12. 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.
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
14. 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.
15. 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
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,
16. Closing of the meeting
B. Â 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
C. Â 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:
a. Via the Company Web site, www.nesteoil.com, following the instructions
detailed there, or
b. By phone, on +358 (0)20Â 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
c. By fax, on +358 (0)10 458 5440, or
d. 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. Â 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,
3. Â 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. Â 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
Participants can park at Q-Park Finlandia adjacent to Finlandia Hall at their
Details on how to reach Finlandia Hall by public transport can be found at
Espoo, 4 February 2013
Neste Oil Corporation
Board of Directors
Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350
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Source: Neste Oil Oyj via Thomson Reuters ONE