Neste Oil Corporation
Stock Exchange Release
1 April 2015 at 4 p.m. (EET)
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 2014 and discharged the Board of Directors and the
President & CEO from liability for 2014.
Dividend of EUR 0.65 per
share
The AGM also approved the Board of Directors'
proposal regarding the distribution of the company's profit for
2014, authorizing payment of a dividend of EUR 0.65 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 7 April 2015.
Payment will be made on 14 April 2015.
Composition of the Board of
Directors
In accordance with the proposal made by the
Shareholders' 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 Jorma
Eloranta, Ms Maija-Liisa Friman, Ms Laura Raitio, Mr
Jean-Baptiste Renard, Mr Willem Schoeber, and Ms Kirsi Sormunen. Mr
Marco Wirén was elected as a new Board member. Mr Eloranta was
re-elected as Chair and Ms Friman as Vice Chair. Board member
introductions can be found at company's web site.
The AGM decided to keep the
remuneration to the Board unchanged as follows:
· Chair EUR 66,000 a year
· Vice Chair EUR 49,200 a year
· members EUR 35,400 a year.
In addition to the annual fee, members of the
Board of Directors will receive a meeting fee of EUR 600 for each
Board and Committee meeting held in the member's home country and
EUR 1,200 for each Board and Committee meeting held in another
country, plus compensation for expenses pertaining to the company's
travel guidelines. The meeting fee for telephone meetings will be
paid according to the fee payable for meetings held in each
member's home country.
Company Auditor
In accordance with a proposal by the Board of
Directors, PricewaterhouseCoopers Oy, were appointed as the
company's Auditor, with Authorized Public Accountant Mr Markku
Katajisto as the principally responsible auditor for Neste Oil
Corporation, until the end of the next AGM. Payment for their
services shall be made in accordance with their invoice approved by
the Company.
Amending the Company's Articles
of Association
In accordance with a proposal by the Board of
Directors, the AGM amended the Company's Articles of Association 1
§ as follows:
"1 § Company Name and Domicile
The company name of the Company is Neste Oyj,
Neste Abp in Swedish, and Neste Corporation in English. The Company
is domiciled in Espoo. "
Authorizing the Board of
Directors to decide the buyback of Company shares
In accordance with a proposal by the Board of
Directors, the AGM authorized the Board to decide the purchase of
the Company's own shares ('Buyback authorization') under the
following terms:
Under this Buyback authorization, the Board shall
be authorized to decide the purchase of and/or take as security a
maximum of 1,000,000 Company shares using the Company's
unrestricted equity. The number of shares shall be equivalent to
approximately 0.39% of the Company's total shares.
Shares may be purchased in one or more lots. The
purchase price shall be at least the lowest price paid for Company
shares in regulated trading at the time of purchase and no more
than the highest price paid for Company shares in regulated trading
at the time of purchase. In connection with the buyback of Company
shares, derivative, share lending, or other agreements that are
normal within the framework of capital markets may take place in
accordance with legislative and regulatory requirements and at a
price determined by the market. The authorization shall allow the
Board to decide to purchase shares otherwise than in proportion to
shareholders' current holdings (directed buyback).
Shares so purchased can be used as consideration
in possible acquisitions or in other arrangements that are part of
the Company's business, to finance investments, as part of the
Company's incentive program, or be retained, conveyed, or cancelled
by the Company.
The Board of Directors shall decide the other
terms related to the buyback of Company shares. The Buyback
authorization shall remain in force for eighteen (18) months from
the decision taken by the AGM.
Authorizing the Board of
Directors to decide the conveyance of treasury shares
In accordance with a proposal by the Board of
Directors, the AGM authorized the Board to decide the conveyance of
the treasury shares held by the Company under the following
terms:
Under this authorization, the Board shall be
authorized to take one or more decisions concerning the
distribution of the treasury shares held by the Company, with the
proviso that the number of shares thereby conveyed totals a maximum
of 2,000,000 shares, equivalent to approximately 0.78% of all the
Company's shares.
The treasury shares held by the Company can be
distributed to the Company's shareholders in proportion to the
shares they already own or via a directed share issue that bypasses
shareholders' pre-emptive rights if the Company has a weighty
financial reason for doing so, such as using the shares in question
as consideration in possible acquisitions or in other arrangements
that are part of the Company's business, to finance investments, or
as part of the Company's incentive program.
The treasury shares held by the Company can be
conveyed against payment or distributed free of charge. A directed
share issue can only be made free of charge if there is a
particularly weighty financial reason, in respect of the Company's
interests and those of all its shareholders, for doing so.
The Board will also be responsible for the other
terms and conditions of a share issue. The authorization shall
remain in force until 30 June 2018.
Availability of the minutes for
review
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.
Neste Oil Corporation
Kaisa Lipponen
Director, Corporate Communications
For further information, please contact Mr Matti
Hautakangas, General Counsel, tel. +358 (0)50 458 5350
Neste Oil in brief
Neste Oil Corporation is a refining and marketing
company specializing in high-quality fuels for cleaner traffic. The
company produces all of the most important oil products and is the
world's leading supplier of diesels made of renewable raw
materials. In 2014, the company's net sales stood at EUR 15
billion, and it employs some 5,000 people. Neste Oil shares are
listed on the NASDAQ Helsinki.
Neste Oil has been accepted into the Dow Jones
Sustainability World Index. The company has also been on the Global
100 list of sustainable companies for several years in succession.
CDP Forest has selected Neste Oil as one of the best companies
taking care of their forest footprint in the oil and gas
industry.www.nesteoil.com
Matti Lievonen
Jorma Eloranta
AGM Neste Oil
Sirpa Paatero and Eero Heliövaara
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Neste Oil Oyj via Globenewswire
HUG#1908274