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 1.70 per share be paid on the basis of the approved balance sheet for 2017. The dividend shall be paid in two installments.
The first installment of dividend, EUR 0.85 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 Monday, 9 April 2018. The Board proposes to the AGM that the first dividend installment would be paid on Monday, 16 April 2018.
The second installment of dividend, EUR 0.85 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 second dividend installment, which shall be Wednesday, 10 October 2018. The Board proposes to the AGM that the second dividend installment would be paid on Wednesday, 17 October 2018.
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.
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 1,000,000 shares, equivalent to approximately 0.39% of all the Company's shares.
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 2021.
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, 6 February 2018
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 5 April 2018 that the company's Board of Directors shall comprise the following members:
The Shareholders' Nomination Board proposes that the Vice Chair of the Board of Directors Mr. Matti Kähkönen shall be elected as the new Chair of the Board of Directors. In addition, the current Board Members Ms. Martina Flöel, Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber, and Mr. Marco Wirén shall be re-elected for a further term of office. The Nomination Board further proposes that Ms. Rautio shall be elected as the new Vice Chair of the Board.
The Shareholders' Nomination Board further proposes that the Board shall have eight members and that Ms. Elizabeth (Elly) Burghout (BSc, Chemical Engineering) and Mr. Jari Rosendal (M.Sc. Eng.) shall be elected as new members. Brief presentations and photos of the proposed new members are attached to this release.
All of those concerned have given their consent to serving on the Board and are considered to be independent of the company and its major shareholders.
"The Nomination Board has evaluated that in line with the Company's key strategic goals, Neste's Board of Directors needs members who are experienced in leading and developing international businesses, and who have been accountable for their profits. We believe that our proposal answers to this need. Also, this proposal reflects the ideal of renewing the Board from time to time, regardless of the current Board's success," says Mr. Pekka Timonen, Chair of the Nomination Board.
The Chair of the Board of Directors Mr. Jorma Eloranta has informed that he will not be available for re-election. "On behalf of the Nomination Board, I wish to thank Jorma Eloranta for his strategic and constructive contribution first as the Vice Chair of the Board and after that for six years as the Chair. The quality of his work can be seen for example in the fact that during Mr. Eloranta's tenure as Chair, Neste's market value has increased by more than sixfold to the current EUR 14 billion," Timonen says.
The Shareholders' Nomination Board did not make a 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 paid to the Board of Directors at the moment 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 6 September 2017. 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: Pekka Timonen (Chair of the Nomination Board), Director General of the Ministry of Economic Affairs and Employment representing the State of Finland; Timo Ritakallio, President and CEO of Ilmarinen Mutual Pension Insurance Company; Elli Aaltonen, Director General of Kela; and Jorma Eloranta as 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.
Career and other relevant information on all those proposed for Board service can be found at www.neste.com.
Espoo, 31 January 2018
Shareholders' Nomination Board