Please find: Minutes of AGM 2009
Decisions taken by Neste Oil´s Annual General Meeting
Neste Oil Corporation’s Annual General Meeting (AGM) was held 3 April 2009 at the Helsinki Fair Centre and adopted the company’s financial statements and consolidated financial statements for 2008 and discharged the Supervisory Board, Board of Directors, and management from liability for 2008.
Dividend of EUR 0.80 per share
The AGM also approved the Board of Directors’ proposal regarding the distribution of the company’s profit for 2008, sanctioning payment of a dividend of EUR 0.80 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 8 April 2009. Payment will be made on Friday, 17 April 2009.
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. Markku Tapio and Ms. Maarit Toivanen-Koivisto. Mr. Hannu Ryöppönen 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:
• Chairman EUR 66,000 a year
• Vice Chairman EUR 49,200 a year
• members EUR 35,400 a year.
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 traveling 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 eight members and the following members were elected: Ms. Heidi Hautala (Chairman), Mr. Kimmo Tiilikainen (Vice Chairman), Mr. Esko Ahonen, Mr. Mikael Forss, Mr. Timo Heinonen, Mr. Markus Mustajärvi, Ms. Jutta Urpilainen, and Ms. Anne-Mari Virolainen. Mr. Kimmo Tiilikainen was elected for the first time. Members are all Finnish Members of Parliament, with the exception of Mr. Mikael Forss, who is a Director at the Social Insurance Institution of Finland.
No changes were made to the remuneration paid to the Supervisory Board, which remains as follows:
• Chairman EUR 1,000 a month
• Vice Chairman EUR 600 a month
• members EUR 500 a month.
In addition, those participating at Supervisory Board meetings receive a payment of €200 per meeting.
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.
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 expert members, the Chairman of the Board, together with one member elected by the Board from among its members unaffiliated with any of the Company’s major shareholders. 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 2 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 30 October 2009. 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 Matti Liimatainen’s proposal
Shareholder 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.
Review by the President and CEO
Invitation to the Annual General Meeting