Articles of Association
1 § Business Name and Domicile
The business name of the Company is Neste Oyj in Finnish, Neste Abp in Swedish, and Neste Corporation in English. The Company is domiciled in Espoo.
2 § Field of Business
The Company engages, both directly and through its subsidiaries and affiliated companies, in oil and gas production, in the oil, energy and chemical industries and trading in these businesses, in merchant shipping, in engineering, and other business operations related to the above. The Company may own and administer real estate, shares, and other securities.
3 § Book-entry Securities System
The Company's shares are included in the book-entry securities system legislated under the Finnish Act on Book-entry Securities System (826/1991).
4 § Board of Directors
The Company has a Board of Directors, consisting of at least five (5) and no more than ten (10) members.
The General Meeting of Shareholders elects the Chairman, Vice Chairman, and the members of the Board of Directors. The term of office of a member of the Board of Directors shall expire at the end of the next Annual General Meeting following his/her election.
The Chairman or the Vice Chairman, should he/she be indisposed, shall convene the Board of Directors.
The Board of Directors constitutes a quorum if more than half of its members are present. The Board of Director’s decision will be the opinion supported by more than half of the members present at a meeting. If the votes at a meeting are evenly divided, the opinion supported by the Chairman shall decide the case.
5 § Responsibilities of the Board of Directors
The Board of Directors shall be responsible for:
- the management and appropriate organization of the Company's operations,
- representing the Company in accordance with the provisions of the law, the Articles of Association, and resolutions passed by a General Meeting of Shareholders,
- organizing the appropriate supervision of accounting and financial matters, and
- resolving the named persons authorized to represent the Company and sign for the Company per procuram.
6 § President and CEO
The Company has a President and CEO, whose task is to manage the Company's business operations in accordance with the Finnish Companies Act and the instructions issued by the Board of Directors. The President and CEO is appointed by the Board of Directors.
7 § Right to Represent the Company
The President and CEO alone, and the members of the Board of Directors and those named persons whom the Board of Directors has granted the right to represent the Company, acting two together, are entitled to represent the Company.
Persons authorized to sign for the Company per procuram may only do so in conjunction with another person so authorized or together with a member of the Board of Directors or a named person authorized to represent the Company.
8 § Financial year
The Company’s financial period is the calendar year.
9 § Auditors
One Authorized Public Accountants Organization shall be elected as the Company’s auditor. The auditor shall designate an Authorized Public Accountant having principal responsibility.
The auditor’s term of office expires at the end of the next Annual General Meeting of Shareholders following the election.
10 § Notice of a General Meeting of Shareholders
Notices convening a General Meeting of Shareholders are issued by the Board of Directors. Notices shall be delivered by publishing them on the Company's website no earlier than two (2) months and no later than three (3) weeks prior to a meeting and at least nine (9) days prior to the record date set for the meeting. In addition, the Company may, if the Board of Directors decides so, publish details on the date and time and location of the meeting, together with the address of the Company's website, in one or more newspapers.
To participate in a General Meeting of Shareholders, a shareholder must register with the Company by the date specified in the notice, which date shall not be earlier than ten (10) days before the General Meeting of Shareholders. Since the Company's shares are included in the book-entry system, the provisions of the Finnish Companies Act concerning the right to participate in General Meetings of Shareholders shall also be taken into account.
The General Meetings of Shareholders shall be held in Espoo, Helsinki, or Vantaa.
11 § Annual General Meetings of Shareholders
The Annual General Meeting shall be held annually by the end of June.
The following shall be presented at the Annual General Meeting of Shareholders:
1. the Financial Statements, which also include the Consolidated Financial Statements, and the Review by the Board of Directors;
2. the Auditor’s Report;
The following matters resolved:
3. the adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements;
4. the distribution of the profit shown in the Balance Sheet;
5. discharging the members of the Board of Directors, and the President and CEO from liability;
6. if necessary, the approval of the Remuneration Policy;
7. the approval of the Remuneration Report;
8. the remuneration to be paid to the members of the Board of Directors, and the auditor;
9. the number of members of the Board of Directors;
And the following persons elected:
10. the Chairman, Vice Chairman, and the members of the Board of Directors; and
11. the auditor.