Decisions taken by Neste's Annual General Meeting
Neste Corporation, Stock Exchange Release, 30 March 2022 at 2 p.m. (EET)
Neste Corporation's Annual General Meeting (AGM) was held today under special arrangement at the Company’s headquarters in Espoo. In order to prevent the spread of the COVID-19 pandemic, the AGM was held without shareholders’ or their proxy representatives’ presence at the venue of the meeting. Shareholders and their proxy representatives had the possibility to participate in the meeting and exercise their shareholder rights by voting in advance and by making counter-proposals and presenting questions in advance.
The AGM supported all the proposals presented to the meeting and approved the remuneration report. The AGM adopted the company's Financial Statements and Consolidated Financial Statements for 2021 and discharged the Board of Directors and the President & CEO from liability for 2021.
Dividend of EUR 0.82 per share to be paid in two instalments
The AGM approved the Board of Directors' proposal that a dividend of EUR 0.82 per share will be paid on the basis of the approved balance sheet for 2021. The dividend will be paid in two instalments.
The first instalment of dividend, EUR 0.41 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the first dividend instalment, which shall be Friday, 1 April 2022. The first dividend instalment will be paid on Friday, 8 April 2022.
The second instalment of dividend, EUR 0.41 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the second dividend instalment, which shall be Friday, 30 September 2022. The second dividend instalment will be paid on Friday, 7 October 2022.
The Board of Directors is authorized to set a new dividend record date and payment date for the second instalment of the dividend, in case the rules and regulations on the Finnish book-entry system would be changed, or otherwise so require.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the Shareholders' Nomination Board, the AGM confirmed the number of members of the Board of Directors at nine.
The AGM decided that the following were re-elected to serve until the end of the next AGM: Mr. Matti Kähkönen, Mr. John Abbott, Mr. Nick Elmslie, Ms. Martina Flöel, Mr. Jari Rosendal, Ms. Johanna Söderström and Mr. Marco Wirén. Mr. Just Jansz and Ms. Eeva Sipilä were elected as new members.
Mr. Matti Kähkönen was re-elected as Chair and Mr. Marco Wirén was re-elected as Vice Chair. Board member introductions can be found at the company's web site.
The AGM decided on the remuneration to the Board as follows:
- Chair: EUR 78,100 per annum
- Vice Chair: EUR 54,400 per annum
- Member: EUR 37,900 per annum
- Chair of Audit Committee: EUR 54,400 per annum if he or she does not simultaneously act as Chair or Vice Chair of the Board
The AGM decided on the remuneration for committee work as follows:
- other members of the Audit Committee than its Chair will, for such position, be paid EUR 3,000
- the Chair of the Personnel and Remuneration Committee will, for such position, be paid EUR 5,000, and its members will, for such position, be paid EUR 2,000
- the Chair of another committee established based on Board decision will, for such position, be paid EUR 5,000, and its members will, for such position, be paid EUR 2,000.
In addition to the annual fee, members of the Board of Directors receive a meeting fee of EUR 800 for each meeting held in the member's home country, EUR 1,600 for meetings held in the same continent as the member’s home country, and EUR 2,400 for meetings held outside the same continent as the member’s home country plus compensation for expenses pertaining to the Company's travel guidelines. The meeting fee for meetings held over the telephone or through other means of data communication is paid according to the fee payable for meetings held in each member's home country.
The AGM decided that a portion of 40% of the fixed annual fee will be paid in the form of shares and the remainder in cash. Committee and meeting fees will be paid in cash. The shares will be purchased directly on behalf of the Board members within two weeks after the publication of the interim report for the period 1 January to 31 March 2022. If the shares are not purchased and/or delivered based on a reason pertaining to the Company or the Board member, the fee will be in cash in its entirety. The Company is responsible for any transfer tax potentially levied on the purchase.
In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Public Accountants, were appointed as the company's Auditor, with Authorized Public Accountant Leenakaisa Winberg as the principally responsible auditor for Neste Corporation, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice approved by the Company.
Authorizing the Board of Directors to decide the buyback of Company shares
The AGM approved the authorization, under which the Board is 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. The authorization shall revoke the buyback authorization granted to the Board of Directors by the AGM on 30 March 2021.
Availability of the minutes for review
The minutes of the AGM will be available at neste.com from 13 April 2022 onwards at the latest.
Vice President, Communications
Further information: Christian Ståhlberg, General Counsel. Please contact Neste’s media service, tel. +358 800 94025 / email@example.com (weekdays from 8.30 a.m. to 4.00 p.m. EET).
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. We refine waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials. We are the world’s leading producer of sustainable aviation fuel and renewable diesel and developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce their greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. Our ambition is to make the Porvoo oil refinery in Finland the most sustainable refinery in Europe by 2030. We are introducing renewable and recycled raw materials such as liquefied waste plastic as refinery raw materials. We have committed to reaching carbon-neutral production by 2035, and we will reduce the carbon emission intensity of sold products by 50% by 2040. We also have set high standards for biodiversity, human rights and supply chain. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2021, Neste's revenue stood at EUR 15.1 billion. Read more: neste.com