Registration and the distribution of voting tickets will begin at
Neste takes the coronavirus situation very seriously and aims to ensure the best interests of the Company and its shareholders by holding the AGM on
The Company will impose several precautionary measures to be able to hold the meeting and to ensure the safety of the persons who have to be present at the meeting. The meeting will be kept as short as possible, and all presentations prepared in advance will be shortened significantly.
The Company urges shareholders to avoid attending the AGM at the AGM venue. Due to the coronavirus epidemic, the AGM can only be held if the number of participants at the meeting venue is so low that the meeting can be held in compliance with the stipulations issued by authorities. Therefore, the Company recommends that shareholders vote in advance or alternatively authorize
No refreshments will be served in connection with the meeting. Neste follows all instructions given by authorities and will update its instructions regarding the AGM if necessary. The Company will disclose separately should there be further instructions for the meeting.
The AGM participants are advised to follow Neste's Web site for possible additional instructions or changes.
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
Based on the grounds identified in the stock exchange release published earlier today, the Board of Directors has decided to change its dividend proposal (which was in its original form included in the Financial Statements Release and AGM notice, both published on
The Board proposes to the AGM that the originally proposed first dividend installment,
In addition, the Board proposes that the AGM would authorize the Board to decide, in its discretion, on the payment of a second dividend installment in a maximum amount of
The Board expects to decide upon the possible payment of a second installment of the dividend,
If the Board decides on payment of a second dividend installment based on the authorization, such decision will be separately published by the Company, including the amount of and relevant record and payment dates for the second installment.
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
Vice Chair:
Member:
Chair of Audit Committee:
In addition to the annual fee, members of the Board of Directors would receive a meeting fee of
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.
The Nomination Board further proposes that Mr.
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/en.
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
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
Closing of the meeting
AGM documents
The proposals included in the agenda of the AGM, together with this invitation, shall be available at
Instructions for those attending the AGM
Shareholders registered in the shareholders' register
Shareholders registered in the shareholders' register of the Company maintained by
A shareholder registered in the shareholders' register of the Company and wishing to attend the AGM shall make a notice of participation by
Neste strongly recommends that shareholders would primarily register through the Web site or by phone, as in the current situation, the Company has difficulties to follow incoming mail regularly due to e.g. remote-work recommendations.
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
Registrations submitted to the cancelled AGM, convened to be held on
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.
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.
Use of a proxy and authorizations
As stated above, the Company urges shareholders to avoid attending the AGM at the AGM venue. Instead, the Company recommends that shareholders vote in advance or alternatively authorize
The template power of attorney for authorizing attorney-at-law
A shareholder is entitled to participate and make use of his or her rights as a shareholder at the AGM by way of third-party proxy representation.
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.
Proxy documents and powers of attorney for authorizing a third-party proxy should primarily be delivered to the Company by e-mail to events@neste.com, or alternatively by post to the following address:
Advance voting
A shareholder, who has a Finnish book-entry account, may vote in advance on certain items on the agenda of the AGM through the Company's Web site from 27 April at
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 in brief
Neste (NESTE, Nasdaq Helsinki) creates sustainable solutions for transport, business, and consumer needs. Our wide range of renewable products enable our customers to reduce climate emissions. We are the world's largest producer of renewable diesel refined from waste and residues, introducing renewable solutions also to the aviation and plastics industries. We are also a technologically advanced refiner of high-quality oil products. We want to be a reliable partner with widely valued expertise, research, and sustainable operations. In 2019, Neste's revenue stood at
Contact:
Tel: +358 10 45811
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