Invitation to Neste Oil Corporation's Annual General Meeting 2007
Neste Oil Corporation’s shareholders are invited to the Company’s Annual General Meeting to be held at 2.00 pm on Wednesday, 21 March 2007 in the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520, Helsinki. Shareholders can register from 1.00 pm onwards, when voting papers will be distributed.
MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING
1. Matters coming within the scope of the AGM as detailed in Article 14 of the Company’s Articles of Association and Section 5 of the Companies Act
The Nomination Committee’s proposal for the composition of the Board
The AGM’s Nomination Committee will propose to the Annual General Meeting that the membership of the Company’s Board of Directors shall be confirmed at eight members and that the following current members of the Board – Mr. Timo Peltola, Mr. Mikael von Frenckell, Ms. Ainomaija Haarla, Ms. Nina Linander, Mr. Pekka Timonen, and Ms. Maarit Toivanen-Koivisto – shall be elected, together with two new members – Mr. Antti Tanskanen and Mr. Michael A. M. Boersma – to sit until the end of the next AGM. The Nomination Committee will also propose that Timo Peltola shall continue as Chairman of the Board and that Mikael von Frenckell shall continue as Vice Chairman, and that the remuneration paid to the Board’s members, Chairman, and Vice Chairman shall remain unchanged, with the Chairman receiving EUR 55 000 a year, the Vice Chairman EUR 42 000 a year, and other members each EUR 30 000 a year. In addition, members shall receive an attendance payment of EUR 500 per meeting when attending Board meetings and committee meetings, and shall be compensated for the costs they incur when attending in line with the Company’s Travel Policy, with the proviso that attendance payments shall be doubled for Board members having domicile outside Finland elsewhere in Europe.
A proposal concerning the Company’s Auditor
The Board will propose, on the recommendation of the Audit Committee, that the Annual General Meeting shall appoint Ernst & Young Oy, Authorized Public Accountants, as the Company’s Auditor. The term of office of the Auditor shall end at the conclusion of the next AGM.
The Board of Directors’ proposal for the distribution of a dividend for 2006
The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.90 per share shall be paid on the basis of the adopted balance sheet for 2006. The dividend shall be paid to shareholders registered with the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend: Monday, 26 March 2007. The Board will propose that the dividend shall be paid on Tuesday, 3 April 2007.
2 A proposal by the Board for amending the Company’s Articles of Association
The Board of Directors will propose that the Company’s current Articles of Association should be amended as follows:
• That Article 3 covering the Company’s minimum and maximum equity and Article 4 covering the number of shares should be removed.
• That Article 5 should state that shares come under the book-entry securities system covered by the Act on Book-entry Securities Systems, and that the other parts of the Article should be removed.
• That Subsection 5 of Article 6 should be amended to state that the task of the Supervisory Board is to monitor the administration of the Company that is the responsibility of the Board of Directors and the President & CEO, and to provide the General Meeting of Shareholders with a statement on the Company’s Financial Statements, Review by the Board of Directors, and Auditors’ Report.
• That Articles 8 and 10 should use the term ‘right of representation’, in line with the new Companies Act rather than the current ‘authorization to sign for the company’.
• That Clauses 1 and 3 of Subsection 2 of Article 14 should be amended to state that the Annual General Meeting of Shareholders shall be presented with financial statements for the year, that also include Consolidated Financial Statements, and a Review by the Board of Directors and the statement of the Supervisory Board on the financial statements, the Review by the Board of Directors and the Auditors' Report; and that Clauses 4 and 5 should be amended to state that the Annual General Meeting shall make decisions on adoption of the Financial Statements covering also the adoption of Consolidated Financial Statements and on the distribution of the profit for the year shown in the Balance Sheet
• That Article 15 covering the redemption requirement associated with shares should be removed, as corresponding mandatory legislation is contained in the Securities Markets Act.
3 A proposal by the Finnish State covering the establishment of an AGM's Nomination Committee
The Ministry of Trade and Industry, which represents the Finnish State in its capacity as a shareholder in the Company, will propose that the Annual General Meeting should appoint a Nomination Committee to prepare proposals covering the members of the Board of Directors and the remuneration payable to Board members for consideration by the following AGM. It will be proposed that the AGM's Nomination Committee should comprise the Chairman of the Board, as an expert member, together with representatives of the Company’s three largest shareholders. The right to elect the shareholder representatives on this Committee shall lie with the three shareholders holding the largest number of votes associated with all the Company’s shares on the first day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to elect a member, this right shall be transferred to the next largest shareholder. The Company’s largest shareholders shall be determined on the basis of ownership information registered with the book-entry securities system, with the proviso that the holdings of a shareholder, held in a number of separate funds, for example, and who is required under the Finnish Securities Markets Act, as part of the flagging requirement, to notify the authorities of changes in the size of his holdings, shall be combined and treated as a single holding if the shareholder concerned informs the Company’s Board of Directors of his wish that this should be done in writing by 31 October 2007 at the latest. The Chairman of the Company’s Board of Directors shall convene the Committee, and the Committee’s members shall appoint a Chairman from among themselves. The Nomination Committee shall present their proposal to the Company’s Board of Directors by 1 February prior to the AGM at the latest.
4 A proposal by George Jauhiainen, a shareholder in the Company, that the Supervisory Board should be abolished
DOCUMENTS AVAILABLE FOR CONSULTATION AND THE ANNUAL REPORT
Copies of documents relating to the Company’s Financial Statements shall be available for consultation by shareholders from 1 March 2007 onwards at the Company’s Head Office at Keilaranta 8, 02150 Espoo. Copies of these documents shall be sent to shareholders at their request from the same day onwards, and shall also be available at the AGM.
Neste Oil’s printed Annual Report for 2006 will be published during the week commencing 5 March 2007, and will be available at www.nesteoil.com.
ENTITLEMENT TO ATTEND THE ANNUAL GENERAL MEETING
All shareholders included in the register of Company shareholders maintained by the Finnish Central Securities Depository on the record date of 11 March 2007 shall be entitled to attend the Annual General Meeting. As the record date is a Sunday, the list of shareholders will be based on the shareholder information on the immediate preceding weekday, in other words, Friday, 9 March 2007.
Shareholders with nominee-registered holdings who wish to attend the AGM and exercise their voting rights at the meeting should register their names temporarily with the register of Company shareholders for this purpose. Shareholders wishing to register temporarily in this way should consult their trustee in good time.
Shareholders wanting to attend the AGM should make their wish known by 4.00 pm on 14 March 2007 at the latest,
• By letter, addressed to Neste Oil Corporation, Suvi Åkerblom, POB 95, 00095 NESTE OIL, Finland or
• By fax, on +358 10 458 9596, or
• By e-mail, to nesteoil.yhtiokokous@.elisa.fi, or
• Via the Company Web site, www.nesteoil.fi, following the instructions detailed there, or
• By phone, on +358 10 458 9595.
All communications related to attending the AGM must reach Neste Oil by 4.00 pm on 14 March 2007 at the latest.
LETTERS OF PROXY
Letters of proxy should be forwarded to the Company when registering to attend, and must reach the Company by 4.00 pm on 14 March 2007 at the latest.
TRAVELLING TO THE MEETING
The Helsinki Fair Centre can be easily reached by public transport, using the Number 7A and 7B trams, by train using Pasila station, or by bus (17, 505 and 509). Shareholders arriving by car are requested to park at the Fair Centre's parking place. Tickets to cover parking charges will be available from staff at the AGM.
Espoo, 8 February 2007
Board of Directors
Neste Oil Corporation