Under the Finnish Companies Act, shareholders exercise their decision-making power at General Meetings of Shareholders, and attend meetings in person or through an authorized representative. Each share entitles the holder to one vote.
Shareholders at the Annual General Meeting take decisions on matters including:
- the adoption of the Financial Statements
- the distribution of profit for the year detailed in the Balance Sheet
- discharging the members of the Board of Directors and the President & CEO from liability, and
- the election and remuneration of the members of the Board of Directors and the Auditor.
The Annual General Meeting is held annually before the end of June. An Extraordinary General Meeting addressing specific matters can be held, when considered necessary by the Board of Directors, or when requested in writing by the Company’s Auditor or by shareholders representing at least one-tenth of all Company shares.
Under the Articles of Association, an invitation to the Annual General Meeting shall be delivered to shareholders no earlier than two months and no later than three weeks prior to a meeting, but at least nine days before the record date set for the meeting under the terms of the Companies Act. The invitation must be announced in at least two newspapers that are published regularly as decided by the Board of Directors, or in another verifiable manner. The invitation, agenda, and other meeting material shall also be made available online at www.nesteoil.com/Investors/AGM at least three weeks prior to the meeting.
Neste Oil is not aware of any shareholders’ agreements regarding the Company’s shares.
The 2013 AGM was held in Helsinki on Thursday 4 April and adopted the Parent Company’s Financial Statements and the Consolidated Financial Statements for 2012 and discharged the Board of Directors, and the President and CEO from liability for 2012. The AGM also approved the Board of Directors’ proposal regarding the distribution of the Company’s profit for 2012, sanctioning payment of a dividend of EUR 0.38 per share. This was paid to all shareholders included in the register of shareholders maintained by Euroclear Finland on the record date set for payment of the dividend, which was 9 April 2013. The payment was made on 16 April 2013. The AGM also decided the composition of the Board of Directors and the remuneration to be paid to the members of the Board of Directors, and appointed the Company Auditor.