Neste Oil Corporation’s Annual General Meeting (AGM) was held on 28 March 2012, beginning at 11.00 am EET, in the Helsinki Fair Centre (South Entrance) at Messuaukio 1, Helsinki.
AGM 2012 minutes
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 2011 and discharged the Supervisory Board, Board of Directors and and the CEO from liability for 2011.
Dividend of EUR 0.35 per share
The AGM also approved the Board of Directors’ proposal regarding the distribution of the company’s profit for 2011, sanctioning payment of a dividend of EUR 0.35 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 2 April 2012. Payment will be made on 11 April 2012.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Board, the AGM confirmed the membership of the Board of Directors at seven members, and the following were re-elected to serve until the end of the next AGM: Mr Michiel Boersma, Mr Jorma Eloranta, Ms Maija-Liisa Friman, Ms Nina Linander, Ms Laura Raitio, Mr Hannu Ryöppönen, and Mr Markku Tapio. Mr Eloranta was elected as Chairman and Ms Friman as Vice Chairman. Board member introductions can be found at company’s web site.
The AGM decided to keep the remuneration to the Board unchanged as follows:
• 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 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.
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 Board
Following a proposal by the Prime Minister’s Office, representing the Finnish State, the AGM decided to establish an AGM Nomination Board to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nomination Board 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 Nomination Board 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 2012. The Chairman of the Board of Directors will be responsible for convening the Nomination Board, and the Nomination Board’s members will appoint a Chairman from among themselves. The Nomination Board will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.
The minutes of the Annual General Meeting shall be available for review in two weeks from the Annual General Meeting at the company’s headquarters.