Invitation to the Annual General Meeting
Invitation to the Annual General Meeting
Neste Oil Corporation's shareholders are hereby invited to the Annual General Meeting to be held on Thursday, 14 April 2011, beginning at 11.00 am EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki. Registration and the distribution of voting papers will begin at 10.00 am.
A. Matters to be discussed and the agenda
The following matters will be discussed at the AGM:
1. Opening of the meeting
2. Matters of order for the meeting
3. Selection of the examiners of the minutes and ballots
4. Establishing that the meeting is competent and forms a quorum
5. Confirmation of shareholders present and the voting list
6. Presentation of the Financial Statements for 2010, including also the Consolidated Financial Statements, and the Review by the Board of Directors, the Auditor's Report, and the Statement of the Supervisory Board
- 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 dividend
The Board of Directors will propose to the AGM that a dividend of EUR 0,35 per share shall be paid on the basis of the approved balance sheet for 2010. This will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Oy on the record date set for payment of the dividend, which shall be Tuesday, 19 April 2011. The Board will propose to the AGM that payment shall be made on Thursday, 28 April 2011.
9. Deciding the discharge of the members of the Supervisory Board and the Board of Directors, and the President & CEO from liability
10. Deciding the remuneration to be paid to the members of the Supervisory Board
11. Deciding the number of members of the Supervisory Board
12. Election of the Chairman, Vice Chairman, and members of the Supervisory Board
13. Deciding the remuneration of the members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the annual remuneration paid to the Chairman of the Board of Directors, the Vice Chairman, and the other Board members for the term of office lasting until the conclusion of the next AGM shall remain unchanged, in other words that the Chairman shall receive EUR 66,000 a year, the Vice Chairman 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.
14. Deciding the number of members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the number of Board members shall be confirmed at eight.
15. Election of the Chairman, Vice Chairman, and members of the Board of Directors
The AGM Nomination Committee will propose to the AGM that the following members of the current Board of Directors - Mr. Timo Peltola, Mr. Michiel Boersma, Ms. Maija-Liisa Friman, Ms. Nina Linander, Mr. Hannu Ryöppönen, and Mr. Markku Tapio - shall be re-elected to sit until the conclusion of the next AGM and that Ms. Laura Raitio and Mr. Jorma Eloranta shall be elected as new members. The AGM Nomination Committee will propose that Mr. Timo Peltola shall continue as Chairman and that Mr. Jorma Eloranta shall be elected Vice Chairman.
All relevant information regarding the individuals proposed with respect to their serving on the Board can be found at the Company's Web site, www.nesteoil.com.
16. Deciding the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board will propose to the AGM that the Auditor's costs shall be paid as invoiced and approved by the Company.
17. Selection of the Company's Auditor
The Board will propose, 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 Anna-Maija Simola, Authorized Public Accountant, as Lead Auditor. The Auditor's term of office shall end at the conclusion of the next AGM.
18. Proposals by the State of Finland and the Finnish Shareholders Association to abolish the Supervisory Board and amend the Company's Articles of Association accordingly
The State of Finland and the Finnish Shareholders Association, in their capacity as shareholders, will propose to the AGM that the Supervisory Board should be abolished and that the Company's Articles of Association should be amended to reflect this, removing Section 4 and Items 3, 8, and 10 of Subsection 2 of Section 12 in their entirety and removing or amending those parts of Items 6 and 7 and Section 6 relating or referring to the Supervisory Board, and renumbering the Articles of Association accordingly.
19. A proposal by the State of Finland to appoint a AGM Nomination Board
The Prime Minister's Office, which represents the State of Finland in its capacity as a shareholder, will propose that the AGM should appoint a Nomination Board to prepare proposals covering the members of the Board of Directors and the remuneration payable to Board members for consideration by the following AGM. The Nomination Board shall comprise representatives of the Company's three largest shareholders and shall also include, as an expert member, the Chairman of the Board of Directors. The right to appoint the shareholder representatives on the Nomination Board 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 appoint 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 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 28 October 2011 at the latest. The Chairman of the Company's Board of Directors shall convene the Nomination Board, and the Nomination Board's members shall appoint a Chairman from among themselves. The Nomination Board shall present their proposal to the Company's Board of Directors by 1 February prior to the AGM at the latest.
20. Closing of the meeting
B. AGM documents
The proposals to be put to the Annual General Meeting, 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, Auditor's Report, and a Statement by the Supervisory Board, shall be available at the same site by the week beginning 7 March 2011. The proposals and financial statement documents mentioned above shall be available for consultation by shareholders as of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available for consultation at the meeting. Copies of these documents, together this invitation, will be sent to shareholders on request. The minutes of the meeting will be available at the Web site referred to above from 28 April 2011 onwards.
C. Instructions for those attending the AGM
1. Shareholders registered in the list of shareholders
Shareholders registered in the list of Company shareholders maintained by Euroclear Finland Oy on the record date of Monday, 4 April 2011 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 shareholders.
A shareholder registered in the list of Company shareholders wanting to attend the AGM should make his or her wish known by 4.00 pm EET on 11 April 2011 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 e-mail, via firstname.lastname@example.org, or
c. By phone, on +358 (0)10 458 9595 (Monday-Friday, 7.30 am - 6.00 pm EET), or
d. By fax, on +358 (0)10 458 5440, or
e. By letter, addressed to Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL.
When registering, shareholders should provide their name, personal identification number, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification 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. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares based on which he/she on the record date, i.e. on 4 April 2011, would be entitled to be included in the list of shareholders maintained by Euroclear Finland Oy. Attendance also requires that these shareholders are included temporarily in the list of shareholders maintained by Euroclear Finland Oy by 10.00 am on 11 April 2011 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 registration with the temporary list of shareholders, issuing letters of proxy, and registering for the meeting in good time. Account managers of the 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, into the temporary list of shareholders of the Company by the date referred to above at the latest.
Further information can also be found at the Company's Web site, www.nesteoil.com.
3. 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, 00095 NESTE OIL to reach the Company before the end of registration.
4. 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 2011, was 256,403,686, representing an equivalent number of votes.
Participants can park at the Helsinki Fair Centre's car park at their own expense.
Details on how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation's Web site, http://www.finnexpo.fi/.
Espoo, 4 February 2011
Neste Oil Corporation
Board of Directors
Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350