Neste Corporation, Stock Exchange Release, 30 March 2022 at 2 p.m. (EET)
Neste Corporation's Annual General Meeting (AGM) was held today under special
arrangement at the Company’s headquarters in Espoo. In order to prevent the
spread of the COVID-19 pandemic, the AGM was held without shareholders’ or their
proxy representatives’ presence at the venue of the meeting. Shareholders and
their proxy representatives had the possibility to participate in the meeting
and exercise their shareholder rights by voting in advance and by making counter
-proposals and presenting questions in advance.
The AGM supported all the proposals presented to the meeting and approved the
remuneration report. The AGM adopted the company's Financial Statements and
Consolidated Financial Statements for 2021 and discharged the Board of Directors
and the President & CEO from liability for 2021.
Dividend of EUR 0.82 per share to be paid in two instalments
The AGM approved the Board of Directors' proposal that a dividend of EUR 0.82
per share will be paid on the basis of the approved balance sheet for 2021. The
dividend will 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 first dividend instalment will 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 second dividend instalment will 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.
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 nine.
The AGM decided that the following were re-elected to serve until the end of the
next AGM: Mr. Matti Kähkönen, Mr. John Abbott, Mr. Nick Elmslie, Ms. Martina
Flöel, Mr. Jari Rosendal, Ms. Johanna Söderström and Mr. Marco Wirén. Mr. Just
Jansz and Ms. Eeva Sipilä were elected as new members.
Mr. Matti Kähkönen was re-elected as Chair and Mr. Marco Wirén 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 as follows:
· Chair: EUR 78,100 per annum
· Vice Chair: EUR 54,400 per annum
· Member: EUR 37,900 per annum
· Chair of Audit Committee: EUR 54,400 per annum if he or she does not
simultaneously act as Chair or Vice Chair of the Board
The AGM decided on the remuneration for committee work as follows:
· 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
· 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.
In addition to the annual fee, members of the Board of Directors receive a
meeting fee of EUR 800 for each meeting held in the member's home country, EUR
1,600 for meetings held in the same continent as the member’s home country, and
EUR 2,400 for meetings held outside the same continent as the member’s home
country plus compensation for expenses pertaining to the Company's travel
guidelines. 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.
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. 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.
Company Auditor
In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized
Public Accountants, were appointed 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.
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 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 shall revoke
the buyback authorization granted to the Board of Directors by the AGM on 30
March 2021.
Availability of the minutes for review
The minutes of the AGM will be available at neste.com from 13 April 2022 onwards
at the latest.
Neste Corporation
Susanna Sieppi
Vice President, Communications
Further information: Christian Ståhlberg, General Counsel. Please contact
Neste’s media service, tel. +358 800 94025 / media@neste.com (weekdays from 8.30
a.m. to 4.00 p.m. EET).
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 sustainable
aviation fuel and renewable diesel and developing chemical recycling to combat
the plastic waste challenge. We aim at helping customers to reduce their
greenhouse gas emissions with our renewable and circular solutions by at least
20 million tons annually by 2030. Our ambition is to make the Porvoo oil
refinery in Finland the most sustainable refinery in Europe by 2030. We are
introducing renewable and recycled raw materials such as liquefied waste plastic
as refinery raw materials. We have committed to reaching carbon-neutral
production by 2035, and we will reduce the carbon emission intensity of sold
products by 50% by 2040. We also have set high standards for biodiversity, human
rights and supply chain. We have consistently been included in the Dow Jones
Sustainability Indices and the Global 100 list of the world’s most sustainable
companies. In 2021, Neste's revenue stood at EUR 15.1 billion. Read more:
neste.com (https://www.neste.com/)