Dividend of
The AGM approved the Board of Directors' proposal that a dividend of
The first installment of the dividend,
The second installment of the dividend,
The Board of Directors was authorized to set a new dividend record date and payment date for the second installment 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 ten.
The AGM decided that the following were re-elected to serve until the end of the next AGM:
The AGM decided on the remuneration to the
- Chair:
EUR 135,000 ; -
Vice Chair:
EUR 75,000 ; -
Chair of Audit Committee:
EUR 75,000 if he or she does not simultaneously act as Chair or Vice Chair of the Board; and -
Member:
EUR 60,000 .
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; andEUR 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 the 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. 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
Company Auditor
In accordance with a proposal by the Board of Directors,
Sustainability Reporting Assurer
In accordance with the EU's Corporate Sustainability Reporting Directive (CSRD) and complementary national legislation, Neste will publish a Sustainability Report for the first time as regards the financial year 2024.
In accordance with a proposal by the Board of Directors,
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 shall revoke the buyback authorization granted to the Board of Directors by the AGM on
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
Amendment of the Articles of Association
The AGM approved the Board's proposal to amend the Company's Articles of Association as follows:
Due to new legislation concerning sustainability reporting assurer, a new Article 10 regarding sustainability reporting assurer will be added to the Articles of Association, and as a result, current Articles 10 and 11 will become Articles 11 and 12, correspondingly.
Further, the forthcoming Article 12 (current Article 11) will be amended so that to the items on the agenda of the AGM, a reference of the fee of the sustainability reporting assurer will be added (supplement to the current sub-item 8), and that a new reference to the election of the sustainability reporting assurer will be added at the end of the article (new sub-item 12).
Following the amendment, Article 10 will in its entirety read as follows:
"10 § Sustainability Reporting Assurer
One Authorized Sustainability Audit Firm shall be elected as the Company's sustainability reporting assurer, and the principally responsible sustainability reporting assurer designated by it shall be Authorized Sustainability Auditor (ASA).
The term of office of the sustainability reporting assurer expires at the end of the next Annual General Meeting of Shareholders following the election."
Following the amendment, Article 12 (current Article 11) will in its entirety read as follows:
"12 § Annual General Meetings of Shareholders
The Annual General Meeting shall be held annually by the end of June.
The following shall be presented at the Annual General Meeting of Shareholders:
1. the Financial Statements, which also include the Consolidated Financial Statements, and the Review by the Board of Directors,
2. the Auditor's Report,
The following matters resolved:
3. the adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements,
4. the distribution of the profit shown in the Balance Sheet,
5. discharging the members of the Board of Directors, and the President and CEO from liability,
6. if necessary, the approval of the Remuneration Policy,
7. the approval of the Remuneration Report,
8. the remuneration to be paid to the members of the Board of Directors, the auditor and the sustainability reporting assurer,
9. the number of members of the Board of Directors,
And the following persons elected:
10. the Chairman, Vice Chairman, and the members of the Board of Directors,
11. the auditor, and
12. the sustainability reporting assurer."
Availability of the minutes for review
The minutes of the AGM will be available at neste.com from
Susanna Sieppi
Vice President, Communications and Brand (act.)
Further information:
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. The company refines waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials.
As the world's leading producer of sustainable aviation fuel and renewable diesel and a forerunner in developing renewable and circular feedstock solutions for polymers and chemicals, Neste helps its customers to reduce their greenhouse gas emissions by at least 20 million tons annually by 2030.
The company's ambition is to make the Porvoo oil refinery in
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