AGM 2020

Shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. on the record date of Wednesday, 6 May 2020 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 8 May 2020 at the latest. Shareholders may make a notice of participation for the AGM:

a. Online, or 

b. By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or 

c. By letter, addressed to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE. 

Neste strongly recommends that shareholders would primarily register online or by phone, as in the current situation, the Company has difficulties to follow incoming mail regularly due to e.g. remote-work recommendations.

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.

Registrations submitted to the cancelled Annual General Meeting, convened to be held on 7 April 2020, will not be valid for this Annual General Meeting, therefore, previously registered shareholders must also re-register.

The Company urges shareholders to avoid attending the Annual General Meeting at the AGM venue. Instead, the Company recommends that shareholders vote in advance or alternatively authorise Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or attorney-at-law appointed by him, to represent them free of charge at the meeting. However, also shareholders wishing to authorise a proxy or submit their votes in advance as described below are required to register for the general meeting in accordance with the instructions set out above in this notice, even if they do not attend the meeting at the meeting venue themselves. 

A template power of attorney as well as further instructions for the authorisation is available here. The template power of attorney for authorising attorney-at-law Veli Siitonen is requested to be delivered either as an e-mail attachment (PDF) to veli.siitonen@merilampi.com, or through regular mail to address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, 00100 HELSINKI, Finland, before the last date and time for registration.

A shareholder is entitled to participate and make use of his or her rights as a shareholder at the AGM by way of third-party proxy representation.

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.

Proxy documents and powers of attorney for authorising a third-party proxy should primarily be delivered to the Company by e-mail to events@neste.com, or alternatively by post to the following address: Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE, before the last date and time for registration. The original proxy document should be presented at the Annual General Meeting at the latest, if required.

Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 6 May 2020, 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 13 May 2020 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.

Proposals by the Board of Directors

Based on the grounds identified in the stock exchange release published on 24 April 2020, the Board of Directors has decided to change its dividend proposal (which was in its original form included in the Financial Statements Release and AGM notice, both published on 7 February 2020), for the AGM to be held on 18 May 2020.

The Board proposes to the AGM that the originally proposed first dividend installment, EUR 0.46 per share, would be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for the first dividend installment, which shall be Wednesday, 20 May 2020. The Board proposes to the AGM that the first dividend installment would be paid on Thursday, 28 May 2020.

In addition, the Board proposes that the AGM would authorize the Board to decide, in its discretion, on the payment of a second dividend installment in a maximum amount of EUR 0.56 per share (consisting of an ordinary dividend of EUR 0.46 and an extraordinary dividend of EUR 0.10). The authorization would be valid until 30 October 2020. 

The Board expects to decide upon the possible payment of a second installment of the dividend, EUR 0.56 per share at the maximum, on 22 October 2020 to the effect that the second installment would be paid to a shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the record date for the payment of second dividend installment, i.e. on 26 October 2020. The payment date of the second installment of the dividend would then be 2 November 2020.

If the Board decides on payment of a second dividend installment based on the authorization, such decision will be separately published by the Company, including the amount of and relevant record and payment dates for the second installment.

Authorizing the Board of Directors to decide the buyback of Company shares

The Board proposes that the AGM should authorize the Board to purchase Company shares ('Buyback authorization') under the following terms:

Under this buyback authorization, the Board shall be authorized to decide the purchase of and/or take as security a maximum of 23,000,000 Company shares using the Company's unrestricted equity. The number of shares shall be equivalent to approximately 2.99% of the Company's total shares.

Shares may be purchased in one or more lots. The purchase price shall be at least the lowest price paid for Company shares in regulated trading at the time of purchase and no more than the highest price paid for Company shares in regulated trading at the time of purchase. In connection with the buyback of Company shares, derivative, share lending, or other agreements that are normal within the framework of capital markets may take place in accordance with legislative and regulatory requirements and at a price determined by the market. The authorization shall allow the Board to decide to purchase shares otherwise than in proportion to shareholders' current holdings (directed buyback).

Shares so purchased can be used as consideration in possible acquisitions or in other arrangements that are part of the Company's business, to finance investments, as part of the Company's incentive program, or be retained, conveyed, or cancelled by the Company.

The Board of Directors shall decide the other terms related to the buyback of Company shares. The buyback authorization shall remain in force for eighteen (18) months from the decision taken by the AGM.

Authorizing the Board of Directors to decide on share issue

The Board proposes that the AGM would authorize the Board to decide on share issue under the following terms:

Under the authorization, the Board shall be authorized to take one or more decisions on the issuance of new shares and/or the conveyance of treasury shares held by the Company, provided that the number of shares thereby issued and/or conveyed totals a maximum of 23,000,000 shares, equivalent to approximately 2.99% of all the Company's shares.

The new shares may be issued and/or 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 new shares may be issued and/or 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 new shares may also be issued free of charge to the Company itself.

The Board shall decide on other terms and conditions of share issue. The authorization shall remain in force until 30 June 2023. The authorization shall revoke the authorization granted by the AGM on 2 April 2019 to the Board to decide on the conveyance of treasury shares.

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, 24 April 2020 Neste Corporation 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 7 April 2020 that Neste’s Board of Directors shall comprise the following members:

The Nomination Board proposes that Mr. Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current members of the Board Ms. Sonat Burman-Olsson, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, and Mr. Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board proposes that Mr. Wirén shall be elected as the Vice Chair of the Board.

The Nomination Board further proposes that the Board of Directors shall have eight members and that Mr. Nick Elmslie and Ms. Johanna Söderström shall be elected as new members. A brief presentation of the proposed new members 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 the company and its major shareholders.

“Taking into account the development of Neste’s strategy, the Nomination Board has evaluated that the proposed Board of Directors has versatile knowledge and experience in leading and developing international business. This proposal also reflects the long-term and consistent target of renewing the Board, regardless of the current Board's excellent success,” says Mr. Kimmo Viertola, Chair of the Nomination Board.

Out of the present members, Elly Burghout and Willem Schoeber will leave Neste’s Board of Directors at the end of the AGM in April. “Elly’s and Willem’s contribution to the Board and its committees has been strong and valuable. I wish to warmly thank them for their excellent work for Neste,” Viertola says.

The annual fees of Neste’s Board of Directors were last increased in 2008. According to an independent expert report, the fees of Neste’s Board have fallen significantly below market levels during this period. According to the Remuneration Policy prepared by the Neste Board, the fees of the Board should be at international and competitive market level. The Shareholders’ Nomination Board supports this view.

The Shareholders’ Nomination Board considers that the Board fees have fallen significantly below current market levels. To achieve the market level, a step-by-step plan, supported by the major shareholders, to increase Board remuneration must be developed by the end of 2020. As the Finnish State's position on the development of the remuneration is still in progress, the Shareholders' Nomination Board did not reach a unanimous proposal, and consequently did not make a proposal for the remuneration to be 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 the State of Finland will make a proposal at the AGM for the remuneration as follows:

• Chair: EUR 67,900 per annum (currently EUR 66,000)

• Vice Chair: EUR 49,600 per annum (currently EUR 49,200)

• Member: EUR 35,700 per annum (currently EUR 35,400)

• Chair of Audit Committee: EUR 49,600 per annum if he or she does not simultaneously act as Chair or Vice Chair of the Board

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 in accordance with the Company's travel guidelines. The meeting fee for telephone meetings would be paid according to the fee payable for meetings held in each member's home country.

The Shareholders' Nomination Board was appointed on 18 September 2019. In accordance with a decision made by the AGM, the Nomination Board consists of representatives of the company's three largest shareholders, as of the first weekday in September: Director General Kimmo Viertola of the Government Ownership Steering Department in the Prime Minister’s Office of Finland (the Chair); Executive Vice-President Reima Rytsölä of Varma Mutual Pension Insurance Company; President and CEO Jouko Pölönen of Ilmarinen 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, 31 January 2020 Shareholders' Nomination Board

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, as well as remuneration policy shall be available at the same site on 17 March 2020 at the latest. The 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 21 April 2020 onwards.

The total number of shares in Neste Corporation on the date of this invitation, 24 April 2020, is 769,211,058, representing an equivalent number of votes.

• Minutes Annual General Meeting 2020

• Invitation to the Annual General Meeting

• Annual Report incl. Financial Statements 2019

• Remuneration Policy

• Proposals of the Board of Directors

• Proposals of the Shareholders' Nomination Board

• Brief presentations of the proposed new Board members

• Information for Nominee Registered Non-Finnish-Resident Shareholders