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

Neste Corporation, Stock Exchange Release, 29 January 2021 at 9.00 am (EET)

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 30 March 2021 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, Mr. Nick Elmslie, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Ms. Johanna Söderström 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 re-elected as the Vice Chair of the Board.

Further, subject to the approval of the AGM of a proposal for amending the Articles of Association to the effect that the maximum number of Board members is increased from eight to ten, the Nomination Board proposes that the Board of Directors shall have nine members and that Mr. John Abbott shall be elected as a new member. The Nomination Board has simultaneously requested the Board of Directors to propose to the AGM that the Articles of Association are amended as set out above.

A brief presentation of the proposed new member 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.

“According to the assessment by the Nomination Board, the proposed Board of Directors has versatile knowledge and experience in leading and developing international business in line with requirements stemming from Neste’s strategy. We propose to increase the number of Board members in order to be able to benefit from the experience of the current Board composition in the exceptional circumstances relating to the COVID-19 pandemic and, at the same time, satisfy the long-term and consistent target of renewing the Board composition”, says Mr. Kimmo Viertola, Chair of the Nomination Board.

The Nomination Board shall, according to its Charter, decide unanimously on its proposals to the AGM. The Nomination Board did not reach unanimity concerning the Board remuneration to be paid for the next term of office, nor did it, consequently, make any proposal concerning Board remuneration. The Chair of the Nomination Board has notified the Nomination Board and the Company that the State of Finland will, at the AGM, propose that the Board remuneration shall not be increased for the next term of office due to the prevailing exceptional circumstances.

The remuneration currently paid to the Board of Directors is as follows:

• Chair: EUR 67,900 per annum 
• Vice Chair: EUR 49,600 per annum 
• Member: EUR 35,700 per annum 
• 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 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 pertaining to the company's travel guidelines. The meeting fee for telephone meetings is paid according to the fee payable for meetings held in each member's home country.

The Nomination Board has in a stock exchange release of 31 January 2020 considered that the Board remuneration has fallen significantly below the market level and that a step-by-step plan, supported by the major shareholders, to increase Board remuneration must be developed. As of 2022, it has been decided to start a program for the Board remuneration in order to increase it to the market level by 2026. The support for the program of Neste’s largest shareholder, the State of Finland, is based on the guidelines of the State ownership policy according to which “when the compensation payable for board service is determined, account should be taken, inter alia, of the company’s role in society, the market situation, the requirements imposed by the global aspects of board service and the need to increase shareholder value as well as the common interests of all shareholders”.

The Nomination Board supports the long-term increase of the Board remuneration in order to reach the market level as well as that the proposals are annually brought to the AGM in accordance with the Charter of the Nomination Board.

The Shareholders' Nomination Board was appointed on 14 September 2020. 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 was unanimous in its proposals for the Board's composition and the number of members in the Board. 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.

Neste Corporation

Susanna Sieppi
Vice President, Communications

Additional information: Chair of the Nomination Board, Director General Kimmo Viertola, tel. +358 (0)295 160026.
 

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 renewable diesel and sustainable aviation fuel, developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. As a technologically advanced refiner of high-quality oil products with a commitment to reach carbon-neutral production by 2035, we are also introducing renewable and recycled raw materials such as waste plastic as refinery raw materials. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2019, Neste's revenue stood at EUR 15.8 billion, with 82% of the company’s comparable operating profit coming from renewable products. Read more: neste.com