Decisions taken by Neste's Annual General Meeting
Neste 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 2018 and discharged the Board of Directors and the President & CEOs from liability for 2018.
Dividend of EUR 2.28 per share
The AGM approved the Board of Directors' proposal regarding the distribution of the company's profit for 2018, authorizing payment of a dividend of EUR 2.28 per share. The dividend shall be paid in two installments.
The first installment of dividend, EUR 1.14 per share, will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for first dividend installment, which shall be Thursday, 4 April 2019. The first dividend installment will be paid on Thursday, 11 April 2019.
The second installment of dividend will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for second dividend installment, which shall be Friday, 4 October 2019. The second dividend installment will be paid on Friday, 11 October 2019. As the AGM approved the Board’s proposal concerning a share issue without payment, the second instalment will be divided between one old and two new shares so that EUR 0.38 dividend will be paid on each share.
The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend, in case the rules and regulations on the Finnish book-entry system would be changed, or otherwise so require.
Share issue without payment (share split)
The Board of Directors approved the Board’s proposal to the AGM to enhance the liquidity of the Company’s shares. In the share issue without payment, new shares will be issued to the shareholders in proportion to their holdings so that 2 new shares are issued for each share (split). In addition, in the share issue without payment, new shares will similarly be issued without payment to the Company on the basis of treasury shares held by the Company.
Based on the number of shares as at the date of this notice, a total of 512,807,372 new shares will be issued. The shares shall be issued to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record day of the share issue of 4 April 2019. The share issue without payment shall be executed in the book-entry system and will not require any actions by the shareholders. The new shares will generate shareholder rights as of 4 April 2019 when they have been registered in the trade register. The registration of the new shares in the shareholders’ book-entry accounts is planned to occur on 5 April 2019. The new shares will not entitle their holders to the first instalment of the dividend as defined above, but they will entitle to the second instalment of the dividend.
Authorizing the Board of Directors to decide on the conveyance of treasury shares
The AGM approved the Board of Directors' proposal on authorizing the Board to decide on the conveyance of the treasury shares held by the Company under the following terms:
Under the authorization, the Board shall be authorized to take one or more decisions on the conveyance of treasury shares held by the Company, provided that the number of shares thereby conveyed totals a maximum of 3,000,000 shares, equivalent to approximately 0.39% of all the Company's shares after the new shares to be issued in share issue without payment pursuant to section 15 have been registered.
The treasury shares held by the Company may be conveyed to the Company's shareholders in proportion to the shares they already own or through 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 may be conveyed against payment or free of charge. A directed share issue may 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 shall decide on other terms and conditions of share issue. The authorization shall remain in force until 30 June 2022. The authorization shall revoke the authorization granted by the AGM on 5 April 2018 to the Board to decide on the conveyance of treasury shares.
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 eight members, and the following were re-elected to serve until the end of the next AGM: Mr. Matti Kähkönen, Ms. Elizabeth (Elly) Burghout, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Mr. Willem Schoeber, and Mr. Marco Wirén. Ms. Sonat Burman-Olsson was elected as a new member.
Mr. Matti Kähkönen was re-elected as Chair and Mr. Marco Wirén was elected as new Vice Chair. Board member introductions can be found at the 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.
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 Corporation, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice approved by the Company.
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.