AGM 2024

Neste Corporation's Annual General Meeting (AGM) was held on 27 March at Messukeskus, Helsinki Expo and Convention Centre. The AGM supported all the proposals presented to the meeting and approved the remuneration report and the remuneration policy. The AGM also approved the amendment of the Charter for the Shareholders' Nomination Board resulting in, among other things, that the composition of the Nomination Board will in the future be determined according to the votes produced by the share ownership on the first banking day in June. The AGM adopted the company's Financial Statements and Consolidated Financial Statements for 2023 and discharged the Board of Directors and the President & CEO from liability for 2023.

Dividend of EUR 1.20 per share to be paid in two installments

The AGM approved the Board of Directors' proposal that a dividend of EUR 1.20 per share will be paid on the basis of the approved balance sheet for 2023. The dividend will 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 first installment of the dividend will 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 second installment of the dividend will be paid on Wednesday, 9 October 2024. The Board of Directors was 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.

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 ten. The AGM decided that the following were re-elected to serve until the end of the next AGM: Matti Kähkönen, John Abbott, Nick Elmslie, Just Jansz, Heikki Malinen, Eeva Sipilä and Johanna Söderström. Conrad Keijzer, Pasi Laine and Sari Mannonen were elected as new members. Matti Kähkönen was re-elected as Chair and Eeva Sipilä 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 for the term starting at the end of the 2024 AGM and ending at the end of the 2025 AGM as follows:

Chair: EUR 135,000;
Vice Chair: EUR 75,000;
Chair of Audit Committee: EUR 75,000 if he or she does not simultaneously act as Chair or Vice Chair of the Board; and
Member: EUR 60,000.

The AGM decided on the remuneration for participation in Board or committee meetings:

EUR 1,000 for meetings held in the member's home country;
EUR 2,000 for meetings held in the same continent as the member's home country; and
EUR 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.

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. 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.

Company Auditor

In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Public Accountants, was re-elected 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.

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. In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Sustainability Audit Firm, was elected as the company’s Sustainability Reporting Assurer, with Authorized Public Accountant, Authorized Sustainability Auditor Leenakaisa Winberg as the principally responsible sustainability reporting assurer 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 canceled 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 28 March 2023.

Authorizing the Board of Directors to decide on share issue

The AGM approved the authorization, under which the Board is 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 AGM approved the Board’s proposal to amend the Company’s Articles of Association as follows: Due to new legislation concerning sustainability reporting assurer, a new Article 10 regarding sustainability reporting assurer will 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 forthcoming Article 12 (current Article 11) will be amended so that to the items on the agenda of the AGM, a reference of the fee of the sustainability reporting assurer will be added (supplement to the current sub-item 8), and that a new reference to the election of the sustainability reporting assurer will be added at the end of the article (new sub-item 12). Following the amendment, Article 10 will 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."

Following the amendment, Article 12 (current Article 11) will 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,