Neste Corporation's shareholders are hereby invited to the Annual General Meeting of Shareholders (AGM) to be held on Tuesday, 7 April 2020, beginning at 1.00 pm EET, in the Helsinki Fair Centre at Messuaukio 1, 00520 Helsinki. Registration and the distribution of voting papers will begin at 12.00 noon EET.
A. Matters to be handled and the agenda
The following matters will be discussed and decided at the AGM:
Opening of the meeting
Calling the meeting to order
Election of the examiners of the minutes and the supervisors for counting of votes
Establishing the legality of the meeting
Recording the attendance at the meeting and the voting list
Presentation of the Financial Statements for 2019, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report
- Review by the President & CEO
Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements
Use of the profit shown in the Balance Sheet and deciding on the payment of dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.92 per share be paid on the basis of the approved balance sheet for 2019 plus an extraordinary dividend of EUR 0.10 per share. The dividend shall be paid in two installments.
The first installment of dividend, EUR 0.46 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 first dividend installment, which shall be Thursday, 9 April 2020. The Board proposes to the AGM that the first dividend installment would be paid on Monday, 20 April 2020.
The second installment of dividend, EUR 0.46 per share and the extraordinary dividend of EUR 0.10 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 dividend installment and the extraordinary dividend, which shall be Tuesday, 13 October 2020. The Board proposes to the AGM that the second dividend installment and the extraordinary dividend would be paid on Tuesday, 20 October 2020.
The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend and the extraordinary dividend, in case the rules and regulations on the Finnish book-entry system would be changed, or otherwise so require.
Discharging the members of the Board of Directors and the President and CEO from liability
Handling of the remuneration policy for governing bodies
Deciding the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board shall, according to its charter, agree unanimously on the proposals to be put before the AGM. The Nomination Board did not reach a unanimous decision on the Board remuneration to be paid during the next term, and consequently did not make any proposal concerning Board remuneration.
The Chair of the Nomination Board has notified the Nomination Board and the Company that the tate of Finland will propose the following Board remuneration at the AGM:
- Chair: EUR 67,900 per annum (currently EUR 66,000)
- Vice Chair: EUR 49,600 per annum (currently EUR 49,200)
- Member: EUR 35,700 per annum (currently EUR 35,400)
- 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 would 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 in accordance with the Company's travel guidelines. The meeting fee for telephone meetings would be paid according to the fee payable for meetings held in each member's home country.
Deciding the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board shall have eight members.
Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Nomination Board proposes 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, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, 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 elected as the Vice Chair of the Board.
The Nomination Board further proposes that Mr. Nick Elmslie and Ms. Johanna Söderström shall be elected as new members.
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. Relevant information on all those proposed for Board service can be found at www.neste.com.
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.
Election of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM would elect PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint Mr. Markku Katajisto, Authorized Public Accountant, as the principally responsible auditor. The Auditor's term of office shall end at the closure of the next AGM.
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.
Authorizing the Board of Directors to decide on share issue
The Board proposes that the AGM would authorize the Board to decide on share issue under the following terms:
Under the authorization, the Board shall be 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 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 until 30 June 2023. The authorization shall revoke the authorization granted by the AGM on 2 April 2019 to the Board to decide on the conveyance of treasury shares.
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 Web site at www.neste.com/en. 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 remuneration policy shall be available at the same site on 17 March 2020 at the latest. The documentation referred to above shall also be available for shareholders as of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and shall be available at the meeting. Copies of these documents, together with this invitation, will be sent on request to shareholders. The minutes of the meeting will be available at the Web site referred to above from 21 April 2020 onwards.
C. Instructions for those attending the AGM
Shareholders registered in the shareholders’ register
Shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. on the record date of Thursday, 26 March 2020 shall be entitled to attend 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.
A shareholder registered in the shareholders’ register of the Company and wishing to attend the AGM shall make a notice of participation by 4.00 pm EET on 1 April 2020 at the latest. Shareholders may make a notice of participation for the AGM:
- a. Via Neste Corporation's Web site www.neste.com, by following the instructions detailed therein, or
- b. By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
- c. By letter, addressed to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE.
When registering, shareholders should provide their name, personal identification number/business identity code, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. All personal data provided to Neste Corporation will only be used for the purposes of the AGM and in connection with processing the necessary registrations relating to the meeting. Shareholders, their representatives, or proxy representatives present at the meeting should, where required, be able to prove their identity and/or authorization to represent a shareholder.
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. 26 March 2020, 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 2 April 2020 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 letters of proxy, and registering for the meeting in good time. Account managers at custodian banks should register shareholders with nominee-registered holdings, that wish to attend the AGM and that would be entitled to be included in the shareholders’ register on the basis of shares held as mentioned above, in the shareholders’ register on a temporary basis by the date and time referred to above at the latest.
Further information can also be found at the Company's Web site, www.neste.com/en.
Use of a proxy and authorizations
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the AGM by proxy.
A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show in a reliable manner that he or she is entitled to act in this capacity on behalf of a shareholder. Authorizations shall be considered to cover one meeting only, unless otherwise stated. In the event that a shareholder is represented by more than one proxy representative representing shares held in different securities accounts, each proxy representative should state which shares he or she represents when registering to attend the AGM.
Shareholders' letters of proxy should be sent to Neste Corporation, Annual General Meeting, POB 95, FI-00095 NESTE to reach the Company before the last date for registration.
Other instructions and information
Shareholders attending the AGM shall be entitled under Chapter 5, Section 25 of the Finnish Companies Act to request information with respect to the matters to be considered at the AGM.
Changes in shareholding after the record date of the meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
The total number of shares in Neste Corporation on the date of this invitation, 6 February 2020, is 769,211,058, representing an equivalent number of votes.
Participants can park at the Fair Centre's car park at their own expense. Details on how to park and how to reach the Fair Centre by public transport can be found at the Finnish Fair Corporation's Web site, www.finnexpo.fi.
Espoo, 6 February 2020
Board of Directors