Neste Corporation's shareholders are hereby invited to the Annual General Meeting of Shareholders (AGM) to be held on Tuesday, 2 April 2019, beginning at 1.00 pm EET, in the Helsinki Fair Centre at Messuaukio 1, 00520 Helsinki. Registration and the distribution of voting papers will begin at 12.00 noon EET.
A. Matters to be handled and the agenda
The following matters will be discussed and decided at the AGM:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the examiners of the minutes and the supervisors for counting of votes
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and the voting list
6. Presentation of the Financial Statements for 2018, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report
- 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 on the payment of dividend
The Board of Directors proposes to the AGM that a total dividend of EUR 2.28 per share be paid on the basis of the approved balance sheet for 2018. 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 Board proposes to the AGM that the first dividend installment would 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 Board proposes to the AGM that the second dividend installment would be paid on Friday, 11 October 2019. If the AGM approves the Board’s proposal concerning a share issue without payment in accordance with section 15, the second instalment will be divided between one old and two new shares so that EUR 0.38 will be paid on each share. If the AGM does not approve the share issue without payment proposed by the Board, the second instalment will be paid in the same manner as the first, i.e. EUR 1.14 per 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.
9. Discharging the members of the Board of Directors and the President and CEOs from liability
10. Deciding the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board shall, according to its charter, agree unanimously on the proposals to be put before the AGM. The Shareholders' Nomination Board did not make a unanimous proposal for the remuneration paid to the Board of Directors for their following term of office. The Chair of the Nomination Board has notified the Nomination Board and the Company that at the AGM, the State of Finland will propose that the remuneration shall remain unchanged.
The remuneration currently paid to the Board of Directors is as follows:
- Chair, EUR 66,000/year
- Vice Chair, EUR 49,200/year
- Member, EUR 35,400/year.
In addition to the annual fee, members of the Board of Directors would receive a meeting fee of EUR 600 for each meeting held in the member's home country and EUR 1,200 for each 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.
11. Deciding the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board shall have eight members.
12. Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Shareholders' Nomination Board proposes that Mr. Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current Board members Ms. Elly (Elizabeth) Burghout, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Mr. Willem Schoeber, and Mr. Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board further proposes that Mr. Wirén shall be elected as the Vice Chair of the Board.
The Shareholders' Nomination Board further proposes that Ms. Sonat Burman-Olsson shall be elected as a new member.
All of those concerned have given their consent to serving on the Board and are considered to be independent of the Company’s major shareholders. All are independent of the Company except for Mr. Jari Rosendal who is the President and CEO of Kemira Corporation and has an interlocking control relationship as Ms. Kaisa Hietala, a member of Neste’s Executive Board, is also a member of Kemira’s Board of Directors.
Ms. Laura Rautio will leave Neste’s Board of Directors after serving eight years in the Board.
Relevant information on all those proposed for Board service can be found at www.neste.com.
13. Deciding the remuneration of the Auditor
The Board proposes, on the recommendation of the Audit Committee, to the AGM that the Auditor's fee shall be paid as invoiced and approved by the Company.
14. Election of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM would elect PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint Mr. Markku Katajisto, Authorized Public Accountant, as the principally responsible auditor. The Auditor's term of office shall end at the closure of the next AGM.
15. Share issue without payment (share split)
The Board of Directors proposes to the AGM that in order to enhance the liquidity of the Company’s shares, new shares shall be issued to the shareholders without payment 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 in section 8 above, but they will entitle to the second instalment of the dividend as referred to in the same section.
16. Authorizing the Board of Directors to decide on the conveyance of treasury shares
The Board proposes that the AGM would authorize 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. However, the proposal of the Board in accordance with this section 16 is conditional upon the approval of the Board’s proposal on the share issue without payment in accordance with section 15. If the AGM does not approve the Board’s proposal on the share issue without payment in accordance with section 15, the authorization granted by the AGM on 5 April 2018 to the Board to decide on the conveyance of treasury shares, shall remain in force.
17. Closing of the meeting
B. AGM documents
The proposals included in the agenda of the AGM, together with this invitation, shall be available at Neste Corporation's Web site at www.neste.com/en. Neste Corporation's Annual Report, including the Company's Financial Statements, the Review by the Board of Directors, and the Auditor's Report shall be available at the same site on 12 March 2019 at the latest. The proposals and financial statement documentation referred to above shall also be available for shareholders as of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available at the meeting. Copies of these documents, together with this invitation, will be sent on request to shareholders. The minutes of the meeting will be available at the Web site referred to above from 16 April 2019 onwards.
C. Instructions for those attending the AGM
1. Shareholders registered in the shareholders’ register
Shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. on the record date of Thursday, 21 March 2019 shall be entitled to attend the AGM. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
A shareholder registered in the shareholders’ register of the Company and wishing to attend the AGM shall make a notice of participation by 4.00 pm EET on 27 March 2019 at the latest. Shareholders may make a notice of participation for the AGM:
- Register online
- By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
- By letter, addressed to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE.
When registering, shareholders should provide their name, personal identification number/business identity code, 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 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 required, 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 held on the record date, i.e. 21 March 2019, that would entitle them to be included in the shareholders’ register maintained by Euroclear Finland Ltd. Attendance also requires that these shareholders are included temporarily in the shareholders’ register maintained by Euroclear Finland Ltd. by 10.00 am EET on 28 March 2019 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 temporary registration with the shareholders’ register, issuing letters of proxy, and registering for the meeting in good time. Account managers at custodian banks should register shareholders with nominee-registered holdings, that wish to attend the AGM and that would be entitled to be included in the shareholders’ register on the basis of shares held as mentioned above, in the shareholders’ register on a temporary basis by the date and time referred to above at the latest.
Further information can also be found at the Company's Web site, www.neste.com/en.
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 AGM 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 to cover one meeting only, unless otherwise stated. In the event that a shareholder is represented by more than one proxy representative representing shares held in different securities accounts, each proxy representative 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 Corporation, Annual General Meeting, POB 95, FI-00095 NESTE to reach the Company before the last date for registration.
4. Other instructions and information
Shareholders attending the AGM shall be entitled under Chapter 5, Section 25 of the Finnish Companies Act to request information with respect to the matters to be considered at the AGM.
The total number of shares in Neste Corporation on the date of this invitation, 5 February 2019, is 256,403,686, representing an equivalent number of votes.
Participants can park at the Fair Centre's car park at their own expense. Details on how to park and how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation's Web site, www.finnexpo.fi.
Espoo, 5 February 2019
Board of Directors