AGM 2022

In order to limit the spread of the Covid-19 pandemic, the AGM will be arranged so that shareholders or their proxy representatives may not arrive at the AGM venue. The Company’s shareholders and their proxy representatives can participate in the AGM and exercise their rights only by voting in advance and making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.

A shareholder or a proxy representative may not participate in the AGM by means of real-time telecommunications either, but shareholders may follow the AGM on the Company’s website www.neste.com/agm. Shareholders following the AGM in this way are not considered to participate in the AGM.

Right to participate of a shareholder registered in the shareholders' register

Each shareholder, who is registered on 18 March 2022 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in 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.

Notice of participation of a shareholder registered in the shareholders’ register and voting in advance

Registration for the AGM and advance voting begin at 9.00 am EET on 23 February 2022, when the deadline for delivering counterproposals has expired and the Company has published the possible counterproposals to be put to a vote on the Company’s website. A shareholder entered in the Company's shareholders’ register, who wishes to participate in the AGM by voting in advance, must register for the AGM and deliver his/her votes in advance by 4.00 pm EET on 23 March 2022 at the latest, by which time the notice of participation and the votes must be received.

Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the AGM during the period 9.00 am EET on 23 February 2022 – 4.00 pm EET on 23 March 2022 by the following manners:

a) Via the Company’s website www.neste.com/agm

Registering and voting in advance requires strong electronic identification (online banking codes or Mobile ID) for natural persons. Strong electronic identification is not required for legal persons. Legal persons must, however, provide the number of their book-entry account as well as other required information. If a legal person uses the Suomi.fi electronic authorization, registration requires a strong electronic identification from the authorized person, which can be done with banking codes or Mobile ID.

b) By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the Company’s website www.neste.com/agm to Euroclear Finland Oy by regular mail to Euroclear Finland Ltd, Yhtiökokous / Neste Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.

If a shareholder participates in the AGM by delivering votes in advance by regular mail or e-mail to Euroclear Finland Ltd, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute a registration for the AGM provided that information required for registration set out in the advance voting form is provided.  

A shareholder must in connection with the registration submit the requested information, such as the shareholder’s identification and contact details. Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the AGM and the thereto related necessary handling of registrations.

Instructions regarding the voting are available to all shareholders on the Company’s website www.neste.com/agm. Additional information is also available by telephone at +358 20 770 6862.

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

A shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM.

A template for a proxy document and voting instructions are available on the Company’s website www.neste.com/agm as of 23 February 2022 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the Company has published possible counterproposals to be put to a vote on the Company’s website.

A shareholder, who will not vote in advance himself/herself, may without any cost for the shareholder use the Company’s proxy authorization service and authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another of the Company independent Attorney-at-Law appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the AGM in accordance with the voting instructions given by the shareholder. A signed proxy document including an advance voting form must be delivered to Veli Siitonen, Attorney-at-Law, by e-mail or regular mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.

Further information on the designated proxy representative is available on the website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen and his contact details are: e-mail: veli.siitonen@merilampi.com

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland.

A shareholder may participate in the AGM and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the manner described in this notice (a proxy representative cannot vote in the electronic advance voting system, excluding proxy representatives of legal persons in the manner described in the next paragraph). A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Neste Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration and advance voting period, by which time the documents or corresponding information must be received. Delivery of a proxy document to Euroclear Finland Ltd before the expiration of the registration period constitutes due registration for the AGM.

A shareholder who is a legal person can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In this case, the legal person authorizes a proxy that it nominates in the Suomi.fi authorization service at the website www.suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. In connection with Euroclear Finland Ltd's General Meeting service, the person so authorized must identify himself or herself with strong electronic identification in connection with the registration, after which the electronic authorization will be checked automatically. Strong electronic identification works with banking codes or the Mobile ID. More information is available on the website www.suomi.fi/e-authorizations and on the Company’s website www.neste.com/agm.

Shareholders with nominee-registered holdings are entitled to attend the AGM on the basis of shares held on the record date, i.e. 18 March 2022, 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 25 March 2022 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 proxy documents, and registration for the AGM in good time. The account manager of the custodian bank must register a shareholder with nominee-registered holdings temporarily into the shareholders’ register of the Company at the latest by the time stated above and arrange voting on behalf of a shareholder with nominee-registered holdings.

The deadline for delivering counterproposals pursuant to Temporary Act expired at 4.00 pm EET on 17 February 2022. The company did not receive any counterproposals to be considered at the AGM.

The deadline for presenting questions with respect to the matters to be considered at the AGM, as referred to in Chapter 5, Section 25 of the Finnish Companies Act,  expired on 11 March 2022. The company did not receive any questions from the shareholders.

The deadline for delivering counterproposals pursuant to Temporary Act will expire at 4.00 pm EET on 17 February 2022. The company did not receive any counterproposals to be considered at the AGM.

Proposals of the Shareholders’ Nomination Board to Neste’s Annual General Meeting

The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, has forwarded to the Board of Directors of the Company its proposals to the 2022 AGM. 

Board Members

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, Martina Flöel, Jari Rosendal, Johanna Söderström and Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board proposes that Marco Wirén shall be re-elected as the Vice Chair of the Board.

Further, the Nomination Board proposes that the Board shall have nine members and that Just Jansz and Eeva Sipilä shall be elected as new members.

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. A brief presentation of the proposed new members is attached to this release. 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 Shareholders’ 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.

Jean-Baptiste Renard, who has been a Board member of the Company as of 2014, will leave the Board at the end of the AGM. “Jean-Baptiste’s long time contribution at the Board and its committees has been strong and valuable. I wish to warmly thank him for the work done for Neste,” says Mr. Kimmo Viertola, Chair of the Nomination Board.

“According to the assessment by the Nomination Board, the proposed new members strengthen the knowledge and experience relevant for the Company’s international business environment and new business opportunities,” continues Viertola.

Board Remuneration

“The remuneration paid to Neste Board members was increased in 2008 and a smaller adjustment was made in 2020. The Nomination Board has reviewed the Board remuneration, and the State of Finland has a year ago committed to support at the AGMs unanimous proposals by the Nomination Board. This is intended to support favorable value creation for the State and all shareholders in a sustainable manner,” says Viertola.

The Nomination Board concludes that the present proposal is part of a program for bringing Board remuneration to a level comparable to those of peer companies. The Nomination Board annually brings proposals to this effect to the AGM in accordance with the Charter of the Nomination Board.

The proposal by the Nomination Board for remuneration to be paid to the Board members for the next term is as follows (remuneration for 2021 in brackets):

Annual fees:

The Board members are paid the following fixed annual fees for the term starting at the end of the 2022 AGM and ending at the end of the 2023 AGM:

• Chair: EUR 78,100 (67,900), 

• Vice Chair: EUR 54,400 (49,600),

• Chair of Audit Committee: EUR 54,400 (49,600) if he or she does not simultaneously act as Chair or Vice Chair of the Board, and

• Member: EUR 37,900 (35,700). 

Committee fees:

In addition to the above-mentioned fixed annual fees, the following annual fees for committee work will be paid as a new element:

• 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, and

• 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.

Meeting fees:

In addition to the above-mentioned annual fees, the Board members will be paid as follows for participation in Board and committee meetings:

• EUR 800 (600) for meetings held in the member’s home country,

• EUR 1,600 (1,200) for meetings held in the same continent as the member’s home country, and

• EUR 2,400 (1,200) 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 each 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. 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. 

Composition of and Decision-Making by the Shareholders’ Nomination Board

The Shareholders' Nomination Board was appointed on 20 September 2021. 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 Ownership Steering Department in the Prime Minister’s Office of Finland, as the Chair of the Nomination Board as well as Deputy CEO, Investments Reima Rytsölä of Varma Mutual Pension Insurance Company, Director General Outi Antila of The Social Insurance Institution of Finland and Matti Kähkönen, the Chair of Neste's Board of Directors.

The Nomination Board made the above-mentioned proposals unanimously. As the Chair of the Board of Directors, Matti Kähkönen did not take part in the decision-making on the Nomination Board's proposal relating to the Chair of the Board or the Board remuneration.

Relevant information on all those proposed for Board service can be found at www.neste.com.

27.1.2022

Shareholders’ Nomination Board

Proposals of the Board of Directors to Neste’s Annual General Meeting

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 dividend of EUR 0.82 per share be paid on the basis of the approved balance sheet for the year 2021. The dividend shall 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 Board proposes to the AGM that the first dividend instalment would 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 Board proposes to the AGM that the second dividend instalment would 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.

Remuneration Report

The Board of Directors proposes that the Remuneration Report for the Company’s governing bodies for 2021 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 9 March 2022 at the latest.

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.

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 30 March 2021.

9.2.2022

Board of Directors

Neste Corporation's Annual Report 2021, including the Company's Financial Statements, the Review by the Board of Directors, and the Auditor's Report, as well as Remuneration Report shall be available at Neste’s website on 9 March 2022 at the latest. Copies of the documentation referred to above will be sent on request to shareholders. 

The minutes of the AGM will be available at the web site from 13 April 2022 onwards.

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

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.

• Minutes Annual General Meeting 2022

• Invitation to the Annual General Meeting

• Webcast (video stream link)

• Advance voting form (printable PDF)

• Proxy (printable PDF), including advance voting form 

• Annual Report 2021 incl. Financial Statements, Review by the Board of Directors, Auditor’s Report and Remuneration Report 

• Proposals of the Board of Directors and of the Shareholders' Nomination Board ​

• Brief presentation of the proposed new Board member