Invitation to the Annual General Meeting
Neste Corporation, Stock Exchange Release, 10 February 2022, 09:00 a.m. (EET)
The Annual General Meeting (the “AGM”) of Neste Corporation (the “Company”) will be held on Wednesday, 30 March 2022 at 12 noon EET. The AGM will be held under special arrangements without shareholders’ or their proxy representatives’ presence at Company's headquarters at the address Keilaranta 21, 02150 Espoo.
The Board of Directors of the Company has resolved on an exceptional meeting procedure based on the Act temporarily amending the Companies Act and certain other community laws (375/2021, the “Temporary Act”). In order to limit the spread of the Covid-19 pandemic, the AGM will be held without shareholders’ or their proxy representatives’ presence at the AGM venue. This is necessary in order to organize the AGM in a predictable way while taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.
Shareholders and their proxy representatives can participate in the AGM and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the Company’s other instructions. It is not possible to participate in the AGM at the AGM venue. Shareholders can, however, 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. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the AGM”.
A. Matters to be handled and the agenda
The following matters will be discussed and decided at the AGM:
1. Opening of the meeting
2. Calling the meeting to order
Jukka Laitasalo, Attorney-at-Law, will act as the Chairman. If Jukka Laitasalo is not able to act as Chairman due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as Chairman. The Chairman may appoint a secretary for the AGM.
3. Election of the examiner of the minutes and the supervisor for counting votes
Christian Ståhlberg, General Counsel, will act as the examiner of the minutes and supervisor for the counting of votes. If Christian Ståhlberg is unable to act as the examiner of the minutes and supervisor for the counting of votes due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as the examiner of the minutes and supervisor for the counting of votes.
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and the voting list
Shareholders who have voted in advance within the advance voting period and have the right to attend the AGM under Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be deemed to have participated in the AGM. The list of votes will be adopted based on information provided by Euroclear Finland Ltd.
6. 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 2021
- Review by the President and CEO
The Company’s Annual Report, which includes the Company’s Financial Statements, Consolidated Financial Statements and the Review by the Board of Directors as well as the Auditor’s Report and which is available on the Company’s website no later than three weeks before the AGM, will be deemed to have been presented to the AGM under this item.
7. Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
8. 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 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.
9. Discharging the members of the Board of Directors and the President and CEO from liability
10. 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.
11. Deciding the remuneration of the members of the Board of Directors
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.
12. Deciding the number of members of the Board of Directors
The Nomination Board proposes that the Board of Directors shall have nine members.
13. 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, 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 Just Jansz and Eeva Sipilä shall be elected as new members.
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.
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 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.
14. 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.
15. 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 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.
16. 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.
17. 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 the Remuneration Report shall be available at the mentioned 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 website referred to above as of 13 April 2022 at the latest.
C. Instructions for the participants in the AGM
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.
1. 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.
2. 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.
3. Proxy representative and powers of attorney
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.
4. 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. 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.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the Company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the AGM, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to agm@neste.com by no later than at 4.00 pm EET on 17 February 2022. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. A counterproposal will be considered at the AGM provided that the shareholder has the right to participate in the AGM, he/she has registered for AGM and that the shareholder holds shares corresponding to at least one hundredth of all shares in the Company on the record date of the AGM. If the counterproposal is not taken up for consideration at the AGM, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company’s website www.neste.com/agm by no later than 22 February 2022.
A shareholder may present 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, until 11 March 2022 by e-mail to agm@neste.com. Such questions by shareholders, the Company’s responses to such questions as well as other counterproposals than those put to a vote are available on the Company’s website www.neste.com/agm by no later than 21 March 2022. As a prerequisite for presenting questions, a shareholder must present evidence to the Company of his/her shareholding upon request.
6. Other instructions and information
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.
Espoo, 9 February 2022
Neste Corporation
Board of Directors
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 2020, Neste's revenue stood at EUR 11.8 billion, with 94% of the company’s comparable operating profit coming from renewable products. Read more: neste.com
