Invitation to the Annual General Meeting
Neste Corporation, Stock Exchange Release, 8 February 2024, 09:05 a.m. (EET)
Neste Corporation's (the "Company") shareholders are hereby invited to the Annual General Meeting of Shareholders (the "AGM") to be held on Wednesday, 27 March 2024, beginning at 10 am EET, in the Conference Centre of Helsinki Expo and Convention Centre, entrance at Rautatieläisenkatu 3, 00520 Helsinki. Registration and the distribution of voting papers will begin at the AGM venue at 9 am EET.
Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this AGM notice under section C.
The AGM can be followed via a webcast. Instructions on how to follow the webcast are available at the Company's website www.neste.com/agm. It is not possible to ask questions, make counterproposals, use otherwise the right to speak or vote via webcast, nor is following the AGM via webcast considered as participation in the AGM or exercising of shareholders' rights.
A. Matters to be handled and the agenda
The following matters will be discussed and decided at the AGM:
- Opening of the meeting
- Calling the meeting to order
- Election of the examiners of the minutes and the supervisors for counting votes
- Establishing the legality of the meeting
- Recording the attendance at the meeting and the voting list
- Presentation of the Financial Statements, including also the Consolidated Financial Statements, the Review by the Board of Directors and the Auditor's Report for the year 2023
- Review by the President and CEO
The Annual Report, which includes the Company's Financial Statements, the Review by the Board of Directors as well as the Auditor's Report is available on the Company's website www.neste.com/agm at the latest on 6 March 2024.
- Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
- Use of the profit shown on the Balance Sheet and deciding on the payment of dividend
The Board of Directors proposes to the AGM that a dividend of EUR 1.20 per share be paid on the basis of the approved balance sheet for 2023. The dividend shall be paid in two installments.
The first installment of the dividend, EUR 0.60 per share, will be paid to shareholders registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date for the first installment of the dividend, which shall be Tuesday, 2 April 2024. The Board proposes to the AGM that the first installment of the dividend would be paid on Tuesday, 9 April 2024.
The second installment of the dividend, EUR 0.60 per share, will be paid to shareholders registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date for the second installment of the dividend, which shall be Wednesday, 2 October 2024. The Board proposes to the AGM that the second installment of the dividend would be paid on Wednesday, 9 October 2024.
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.
- Discharging the members of the Board of Directors and the President and CEO from liability
- Remuneration Report
The Board of Directors proposes that the Remuneration Report for the Company's governing bodies for 2023 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the Company's website www.neste.com/agm on 6 March 2024 at the latest.
- Remuneration Policy
The Board of Directors proposes that the Remuneration Policy for the Company's governing bodies be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Policy is available on the Company's website www.neste.com/agm on 6 March 2024 at the latest.
- Deciding the remuneration of the members of the Board of Directors
The proposal by the Shareholders' Nomination Board for remuneration to be paid to the Board members for the next term is as follows (remuneration for 2023 in brackets):
The Board members are paid the following fixed annual fees for the term starting at the end of the 2024 AGM and ending at the end of the 2025 AGM:
- Chair: EUR 135,000 (95,000);
- Vice Chair: EUR 75,000 (60,000);
- Chair of Audit Committee: EUR 75,000 (60,000) if he or she does not simultaneously act as Chair or Vice Chair of the Board; and
- Member: EUR 60,000 (45,000).
In addition to the above-mentioned fixed annual fees, the Board members will be paid as follows for participation in Board or committee meetings:
- EUR 1,000 (1,000) for meetings held in the member's home country;
- EUR 2,000 (2,000) for meetings held in the same continent as the member's home country; and
- EUR 3,000 (3,000) for meetings held outside the same continent as the member's home country.
- 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 the member's home country.
- In addition, compensation for expenses is paid in accordance with the Company's travel guidelines.
Payment in the form of shares:
Part of the fixed annual fees will be paid in the form of shares in Neste Corporation to be purchased from the markets as follows:
A portion of 40% of the fixed annual fee will be paid in the form of shares and the remainder in cash. Meeting fees will be paid in cash. The shares will be purchased directly on behalf of the Board members within two weeks as of the first trading day of the Helsinki Stock Exchange following the publication of the interim report for the period 1 January to 31 March 2024. 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.
- Deciding the number of members of the Board of Directors
The Nomination Board proposes that the Board shall have ten members.
- Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Nomination Board proposes that Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current members of the Board, John Abbott, Nick Elmslie, Just Jansz, Heikki Malinen, Eeva Sipilä and Johanna Söderström are proposed to be re-elected for a further term of office. The Nomination Board proposes that Eeva Sipilä shall be elected as the Vice Chair of the Board.
Further, the Nomination Board proposes that Conrad Keijzer, Pasi Laine and Sari Mannonen shall be elected as new members.
Kimmo Viertola, who has been a Board member of the Company as of 2023, has informed that he will not be available for re-election for the next period of office.
All persons proposed for Board service have given their consent to serving on the Board and are considered to be independent of the Company and its major shareholders. More information on the persons proposed by the Nomination Board for Board service can be found at www.neste.com.
As regards the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM. This recommendation is based on the fact that at Neste, in line with the Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
- 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 re-elect KPMG Oy Ab, Authorized Public Accountants, as the Company's Auditor. KPMG Oy Ab has announced that it will appoint Mrs. Leenakaisa Winberg, Authorized Public Accountant, as the principally responsible auditor. The Auditor's term of office shall end at the closure of the next AGM.
- Deciding the remuneration of the Sustainability Reporting Assurer
The Board proposes, on the recommendation of the Audit Committee, to the AGM that the fee of Sustainability Reporting Assurer shall be paid as invoiced and approved by the Company.
- Election of the Sustainability Reporting Assurer
In accordance with the EU's Corporate Sustainability Reporting Directive (CSRD) and complementary national legislation, Neste will publish a Sustainability Report for the first time as regards the financial year 2024.
The Board proposes, on the recommendation of the Audit Committee, that KPMG Oy Ab, Authorized Sustainability Audit Firm, be elected as the Sustainability Reporting Assurer for the term of office which shall end at the closure of the next AGM. KPMG Oy Ab has announced that it will appoint Mrs. Leenakaisa Winberg, Authorized Public Accountant, Authorized Sustainability Auditor as the principally responsible sustainability reporting assurer, if KPMG is elected as the Sustainability Reporting Assurer.
- 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. The authorization is proposed to revoke the buyback authorization granted to the Board of Directors by the AGM on 28 March 2023.
- 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 of 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 for eighteen (18) months from the decision taken by the AGM. The authorization shall revoke the authorization granted by the AGM on 28 March 2023 to the Board to decide on share issue.
- Amendment of the Articles of Association
The Board proposes to the AGM that due to new legislation concerning sustainability reporting assurer, a new Article 10 regarding sustainability reporting assurer would be added to the Articles of Association, and as a result, current Articles 10 and 11 will become Articles 11 and 12, correspondingly.
Further, the Board proposes that the forthcoming Article 12 (current Article 11) would be amended so that to the items on the agenda of the AGM, a reference of the fee of the sustainability reporting assurer would be added (supplement to the current sub-item 8), and that a new reference to the election of the sustainability reporting assurer would be added at the end of the article (new sub-item 12).
According to the proposal, Article 10 would in its entirety read as follows:
"10 § Sustainability Reporting Assurer
One Authorized Sustainability Audit Firm shall be elected as the Company's sustainability reporting assurer, and the principally responsible sustainability reporting assurer designated by it shall be Authorized Sustainability Auditor (ASA).
The term of office of the sustainability reporting assurer expires at the end of the next Annual General Meeting of Shareholders following the election."
According to the proposal, Article 12 (current Article 11) would in its entirety read as follows:
"12 § Annual General Meetings of Shareholders
The Annual General Meeting shall be held annually by the end of June.
The following shall be presented at the Annual General Meeting of Shareholders:
1. the Financial Statements, which also include the Consolidated Financial Statements, and the Review by the Board of Directors,
2. the Auditor's Report,
The following matters resolved:
3. the adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements,
4. the distribution of the profit shown in the Balance Sheet,
5. discharging the members of the Board of Directors, and the President and CEO from liability,
6. if necessary, the approval of the Remuneration Policy,
7. the approval of the Remuneration Report,
8. the remuneration to be paid to the members of the Board of Directors, the auditor and the sustainability reporting assurer,
9. the number of members of the Board of Directors,
And the following persons elected:
10. the Chairman, Vice Chairman, and the members of the Board of Directors,
11. the auditor, and
12. the sustainability reporting assurer."
- Amendment of the Charter for the Shareholders' Nomination Board
The Board proposes that the Charter for the Shareholders' Nomination Board would be amended.
The proposal for the new Charter for the Shareholders' Nomination Board is available on the Company's website www.neste.com/agm.
- 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 website at the address www.neste.com/agm. 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 Report and Remuneration Policy shall be available at the mentioned website on 6 March 2024 at the latest. The documentation referred to above shall also be available at the AGM. The minutes of the AGM will be available at the website referred to above as of 10 April 2024 onwards.
C. Instructions for the participants in the AGM
- Shareholder registered in the shareholders' register
Shareholders registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the AGM record date of Friday, 15 March 2024 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.
Registration for the AGM will begin on 8 February 2024. 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 19 March 2024 at the latest, by which time the notice of participation must be received. Shareholders may make a notice of participation for the AGM:
- Via Neste Corporation's website www.neste.com, by following the instructions detailed therein, or
- By phone, at +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 shall provide the required information, e.g. their name, date of birth/business identity code, address, telephone number and email address as well as the name of a possible assistant or proxy representative and 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 AGM. Shareholders, their representatives, or proxy representatives present at the AGM should, where required, be able to prove their identity and/or authorization to represent a shareholder.
- 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. 15 March 2024, that would entitle them to be included in the shareholders' register maintained by Euroclear Finland Oy. Attendance also requires that these shareholders are included temporarily in the shareholders' register maintained by Euroclear Finland Oy by 10.00 am EET on 22 March 2024 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 in good time their custodian bank for the necessary instructions concerning temporary registration with the shareholders' register, issuing letters of proxy and voting instructions, and registering for the AGM and advance voting. 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, and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders.
- 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. The shareholder's proxy representative can also vote in advance, if he/she so wishes, as described in this invitation.
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 at the AGM. 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.
Shareholders' letters of proxy should be sent to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE, or via email (e.g. PDF) at the address firstname.lastname@example.org to reach the Company before the last date for registration. In addition to submitting proxy documents, shareholders or their proxy representatives must ensure that they have registered for the AGM in the manner described above in this notice.
Shareholders can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the shareholder authorizes a proxy that he/she/it nominates in the Suomi.fi authorization service on the website suomi.fi/e-authorizations (using the mandate theme "Representation at the General Meeting"). In connection with the AGM service, any person so authorized must identify themselves with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification works with online banking credentials or Mobile ID. More information on the electronic authorization service is available on the website suomi.fi/e-authorizations.
In addition, a shareholder who is a natural person can also authorize a proxy representative in connection with electronic registration, instead of a traditional proxy document. An authorized proxy representative can vote in advance on behalf of such natural person by regular mail or e-mail, as described below in point 4, sub-item b.
- Advance voting
Shareholders with a Finnish book-entry account can vote in advance during the period 8 February 2024 – 4.00 pm EET on 19 March 2024
a) Via the Company's website
b) By regular mail or e-mail by delivering an advance voting form available on the Company's website or corresponding information to Euroclear Finland Oy by regular mail to Euroclear Finland Oy, Yhtiökokous / Neste Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland, or by e-mail to email@example.com. Advance votes must be received by the end of advance voting period. Delivery of the votes in this manner before the deadline for delivering the notice of participation and the advance voting period is deemed as a registration for the AGM, provided that abovementioned information that is required for registration of participation appear therefrom.
It is not possible for a shareholder who has voted in advance to use the right to ask questions or the right to demand a vote in accordance with the Finnish Companies Act, unless the shareholder itself, or the shareholder's proxy representative, participates in the AGM at the AGM venue.
As regards the nominee registered shareholders, the advance voting is done through the account manager. The account manager can vote in advance on behalf of the nominee registered shareholders it represents in accordance with the voting instructions given by them during the registration period set for nominee registered shares.
The decision proposal that is the subject of advance vote is considered to have been presented unchanged at the AGM. The conditions of electronic advance voting and other thereto related instructions are available through the Company's website at www.neste.com/agm.
- Other instructions and information
The AGM will be held in Finnish language. There will be a simultaneous interpretation into English at the AGM.
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.
Changes in shareholding after the record date of the AGM do not affect the right to participate in the AGM or the number of voting rights held in the AGM.
The total number of shares in Neste Corporation on the date of this invitation, is 769,211,058, representing an equivalent number of votes. On 7 February 2024, the Company has a total of 1,011,311 own shares in its possession that cannot be used to vote at the AGM.
Participants can park at the Helsinki Expo and Convention Centre's car park at their own expense. Details on how to park and how to reach the Helsinki Expo and Convention Centre by public transport can be found at the Helsinki Expo and Convention Centre's website, https://messukeskus.com/?lang=en.
Espoo, 7 February 2024
Board of Directors
Further information: Please contact Neste’s media service, tel. +358 800 94025 / firstname.lastname@example.org (weekdays between 8.30 a.m. and 4.00 p.m. EET). Please subscribe to Neste’s releases at https://www.neste.com/for-media/releases-and-news/subscribe.
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. The company refines waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials.
As the world’s leading producer of sustainable aviation fuel and renewable diesel and a forerunner in developing renewable and circular feedstock solutions for polymers and chemicals, Neste helps its customers to reduce their greenhouse gas emissions by at least 20 million tons annually by 2030.
The company’s ambition is to make the Porvoo oil refinery in Finland the most sustainable refinery in Europe by 2030. Neste is committed to reaching carbon-neutral production by 2035, and will reduce the carbon emission intensity of sold products by 50% by 2040. Neste has also set high standards for biodiversity, human rights and the supply chain. The company has consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2022, Neste's revenue stood at EUR 25.7 billion. Read more: neste.com