Neste Corporation, Stock Exchange Release, 28 March 2023 at 1.30 p.m. (EET)
Neste Corporation's Annual General Meeting (AGM) was held today at Messukeskus,
Helsinki Expo and Convention Centre. 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
2022 and discharged the Board of Directors and the President & CEOs from
liability for 2022.
First dividend installment of EUR 0.76 per share and second installment of EUR
0.76 per share at the maximum
The AGM approved the Board of Directors' proposal that an ordinary dividend of
EUR 1.02 per share will be paid on the basis of the approved balance sheet for
2022 plus an extraordinary dividend of EUR 0.25 per share, i.e., EUR 1.27 per
share in total. The ordinary dividend shall be paid in two installments. In
addition, in accordance with the proposal by the Board of Directors, the AGM
authorized the Board to decide, in its discretion, on the payment of a second
extraordinary dividend of EUR 0.25 per share, by 31 October 2023. The Board
expects that this discretionary second extraordinary dividend will be paid,
unless there is a significant deterioration in the business environment during
2023.
The first installment of the ordinary dividend, EUR 0.51 per share, and the
extraordinary dividend of EUR 0.25 per share, i.e., altogether EUR 0.76 per
share, will be paid to shareholders registered in the shareholders' register of
the Company maintained by Euroclear Finland Ltd on the record date for the
dividend payment, which shall be Thursday, 30 March 2023. The first installment
of the ordinary dividend and the extraordinary dividend will be paid on
Thursday, 6 April 2023.
The second installment of the ordinary dividend, EUR 0.51 per share, will be
paid to shareholders registered in the shareholders' register of the Company
maintained by Euroclear Finland Ltd on the record date for the second
installment of the ordinary dividend, which shall be Friday, 29 September 2023.
The second installment of the ordinary dividend will be paid on Friday, 6
October 2023. The Board of Directors was authorized to set a new dividend record
date and payment date for the second installment of the ordinary dividend, in
case the rules and regulations on the Finnish book-entry system would be
changed, or otherwise so require.
The Board noted to the AGM that if the Board decides to pay the second
extraordinary dividend by virtue of the authorization, the intention of the
Board is to set the record date and payment date for the second extraordinary
dividend payable on the basis of the authorization so that the dates are the
same as for the second installment of the ordinary dividend.
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: Matti Kähkönen, John Abbott, Nick Elmslie, Just Jansz, Jari Rosendal,
Eeva Sipilä and Johanna Söderström. Heikki Malinen and Kimmo Viertola were
elected as new members.
Matti Kähkönen was re-elected as Chair and Eeva Sipilä was 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 2023 AGM and ending at the end of the 2024 AGM as follows:
· Chair: EUR 95,000
· Vice Chair: EUR 60,000
· Chair of Audit Committee: EUR 60,000 if he or she does not simultaneously
act as Chair or Vice Chair of the Board
· Member: EUR 45,000
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 5,000
· the Chair of the Personnel and Remuneration Committee will, for such
position, be paid EUR 6,000, and its members will, for such position, be paid
EUR 2,500
· the Chair of another committee established based on Board decision will, for
such position, be paid EUR 6,000, and its members will, for such position, be
paid EUR 2,500.
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
each 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. Committee and 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 2023. 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 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.
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 is proposed to
revoke the buyback authorization granted to the Board of Directors by the AGM on
30 March 2022.
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 18 May 2020 to the Board to decide on share issue.
Amendment of Sections 3 and 10 of the Articles of Association
The AGM approved the Board's proposal to amend the Company's Articles of
Association as follows:
A technical amendment will be made to Article 3 (“Book-entry Securities System”)
of the Articles of Association so that the outdated reference to the Finnish Act
on Book-entry Securities System from the year 1991 will be deleted.
Following the amendment, Article 3 will in its entirety read as follows:
“3 § Book-entry Securities System
The Company's shares are included in the book-entry securities system.”
The following amendments will be made to Article 10 (“Notice of a General
Meeting of Shareholders”) of the Articles of Association:
· Amending the heading of Article 10 so that besides the notice of a General
Meeting of Shareholders, also the registration for the General Meeting of
Shareholders, and the venue of the General Meeting of Shareholders will be
mentioned in the heading.
· Supplementing the third paragraph of Article 10 (according to which the
General Meetings of Shareholders shall be held in Espoo, Helsinki, or Vantaa) so
that instead of a physical meeting venue, the General Meeting of Shareholders
may also be held remotely without a meeting venue if the Board of Directors so
decides.
Following the amendment, the heading of Article 10 will in its entirety read as
follows:
“10 § Notice of a General Meeting of Shareholders, registration for the General
Meeting of Shareholders, and venue of the General Meeting of Shareholders”
Further, following the amendment, the third paragraph of Article 10 will in its
entirety read as follows, while Article 10 will otherwise remain unchanged:
"The General Meetings of Shareholders shall be held in Espoo, Helsinki, or
Vantaa. However, the Board of Directors may decide that the General Meeting of
Shareholders will be held without a meeting venue so that shareholders exercise
their decision-making power during the meeting in full in real time using
telecommunication connections and technical means (remote meeting)."
Availability of the minutes for review
The minutes of the AGM will be available at neste.com from 11 April 2023 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). Please subscribe to Neste's releases at
https://www.neste.com/for-media/releases-and-news/subscribe.
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 2022, Neste's revenue stood at EUR 25.7 billion. Read more:
neste.com (https://www.neste.com/)