Proposals by the Board of Directors
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.
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.
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.
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.
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.
Espoo, 5 February 2019
Board of Directors
Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors
The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, proposes to the AGM to be held on 2 April 2019 that the company's Board of Directors shall comprise the following members:
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 the Board shall have eight members and that Ms. Sonat Burman-Olsson shall be elected as a new member. A brief presentation of the proposed new member is attached to this release.
All of those concerned have given their consent to serving on the Board and are considered to be independent of its 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.
“The Nomination Board has evaluated that the proposed Board of Directors has versatile knowledge and experience in leading and developing international business. Also, this proposal reflects the long-term target of renewing the Board from time to time, regardless of the current Board's excellent success,” says Mr. Jarmo Väisänen, Chair of the Nomination Board.
Ms. Laura Rautio will leave Neste’s Board of Directors after serving eight years in the Board. “On behalf of the Nomination Board, I wish to thank Rautio for her excellent work for Neste and for her long-standing contribution as the Vice Chair of the Board and before that as a member of the Board,” Väisänen says.
The 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 Annual General Meeting, 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.
The Shareholders' Nomination Board was appointed on 12 September 2018. In accordance with a decision made by the AGM, the Nomination Board consisted of representatives of the company's three largest shareholders, as of the first weekday in September: Senior Financial Counsellor Jarmo Väisänen of the Ownership Steering Department in the Prime Minister’s Office of Finland (the Chair); President and CEO Jouko Pölönen of Ilmarinen Mutual Pension Insurance Company; Executive Vice-President Reima Rytsölä of Varma Mutual Pension Insurance Company and Matti Kähkönen, the Chair of Neste's Board of Directors.
The Nomination Board was unanimous in its proposals for the Board's composition and the number of members in the Board. As Chair of the Board of Directors, Matti Kähkönen did not take part in the decision-making on the Nomination Board's proposal related to the Chair of the Board, nor did he participate in the handling of the matter relating to the remuneration to be paid to the Board of Directors.
Relevant information on all those proposed for Board service can be found at www.neste.com.
Espoo, 18 January 2019
Shareholders' Nomination Board