The Annual General Meeting (the "AGM") of
The Board of Directors of the Company has resolved on an exceptional meeting procedure based on the temporary legislation approved by the Finnish Parliament on
Shareholders and their proxy representatives can participate in the AGM and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the Company's other instructions. It is not possible to participate in the AGM at the AGM venue. Shareholders can, however, follow the AGM on the Company's web site www.neste.com/agm. Shareholders following the AGM in this way are not considered to participate in the AGM. Instructions for shareholders are presented in this notice under section C "Instructions for the participants in the AGM".
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 examiner of the minutes and the supervisor for counting votes
Establishing the legality of the meeting
- Recording the attendance at the meeting and the voting list
Shareholders who have voted in advance within the advance voting period and have the right to attend the AGM under Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be deemed to have participated at the AGM. The list of votes will be adopted based on information provided by
Presentation of the Financial Statements for 2020, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report
- Review by the President & CEO
The Company's annual report, which includes the Company's Financial Statements, Consolidated Financial Statements and the Review of the Board of Directors as well as the Auditor's Report and which is available on the Company's web site no later than three weeks prior to the AGM, will be deemed to have been presented to the AGM here.
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
The first instalment of dividend,
The second instalment of dividend,
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.
Discharging the members of the Board of Directors and the President and CEO from liability
- Remuneration Report
The Board of Directors proposes that the Remuneration Report for the Company's governing bodies for 2020 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the Company's web site www.neste.com/agm on
Deciding the remuneration of the members of the Board of Directors
The Nomination Board shall, according to its Charter, decide unanimously on its proposals to the AGM. The Nomination Board did not reach unanimity concerning the Board remuneration to be paid for the next term of office, nor did it, consequently, make any proposal concerning Board remuneration. The Chair of the Nomination Board has notified the Nomination Board and the Company that the
The remuneration currently paid to the Board of Directors is as follows:
Chair:
EUR 67,900 per annum- Vice Chair:
EUR 49,600 per annum -
Member:
EUR 35,700 per annum -
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 receive a meeting fee of
Deciding the number of members of the Board of Directors
The Nomination Board proposes that the Board of Directors shall have nine members. The proposal is conditional upon the approval of the AGM of a proposal for amending the Articles of Association to the effect that the maximum number of Board members is increased from eight to ten.
Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Nomination Board proposes that Mr.
Further, the Nomination Board 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.
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
The recommendation of the Board's Audit Committee is based on the competitive procurement process of the Company's audit. As a result of the competitive procurement process, the Company received offers from three authorized public accountant organizations all of which were interviewed by the Audit Committee. According to the evaluation of the Audit Committee, out of the tenderers
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. The authorization is proposed to revoke the buyback authorization granted to the Board of Directors by the AGM on
Amendments to the Articles of Association
The Board of Directors has received a request from the Shareholders' Nomination Board that the Board of Directors would propose to the AGM that the Articles of Association would be amended to the effect that the maximum number of Board members is increased from eight to ten. In addition, the Board of Directors has considered that there is a need for updating certain provisions of the Articles of Association to reflect changes in legislation and market practices. On the abovementioned grounds, the Board of Directors proposes that the AGM would resolve to amend the Company's Articles of Association as follows:
Article 4 concerning the Board of Directors would be amended so that the maximum number of the members of the Board of Directors would be increased from current eight (8) to ten (10) members. Following the amendment and as Article 4 would otherwise remain unchanged, the first paragraph of Article 4 would in its entirety read as follows:
"The Company has a Board of Directors, consisting of at least five (5) and no more than ten (10) members."
Article 9 concerning the Auditors would be amended so that it would correspond to the terminology in the existing legislation on auditing as regards wording. Following the amendment and as Article 9 would otherwise remain unchanged, the first paragraph of Article 9 would in its entirety read as follows:
"One
The last sentence of the first paragraph of Article 10 concerning the notice to the General Meeting of Shareholders would be amended so that information about the time and location of the General Meeting as well as the address of the Company's web site may be published in one or more newspapers if the Board of Directors so decides. As a result of the proposed amendment, it would not be necessary to publish the abovementioned information in one or more newspapers (nor within the same period of time with the AGM notice), but the power of decision in the matter would be vested in the Board of Directors.
Following the amendment and as Article 10 would otherwise remain unchanged, the first paragraph of Article 10 would in its entirety read as follows:
"Notices convening a General Meeting of Shareholders are issued by the Board of Directors. Notices shall be delivered by publishing them on the Company's website no earlier than two (2) months and no later than three (3) weeks prior to a meeting and at least nine (9) days prior to the record date set for the meeting. In addition, the Company may, if the Board of Directors decides so, publish details on the date and time and location of the meeting, together with the address of the Company's website, in one or more newspapers."
Due to changes in legislation, the second paragraph of Article 11 concerning Annual General Meeting of Shareholders would be amended so that, in addition to the matters to be resolved on in the Annual General Meeting of Shareholders in accordance with the second paragraph of Article 11 of the current Articles of Association, the Annual General Meeting shall, if necessary, resolve on approval of the remuneration policy (a new subsection 6 of the amended second paragraph of Article 11) and approval of the remuneration report (a new subsection 7 of the amended second paragraph of Article 11). Further, following the abovementioned amendments, the numbering of the current subsections 6-9 of the second paragraph of Article 11 would be amended so that these subsections would be subsections 8-11 of the second paragraph of Article 11 going forward. Following the amendments and as Article 11 would otherwise remain unchanged, the second paragraph of Article 11 would in its entirety read as follows:"
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, and the auditor;
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; and
11. the Auditor."
Closing of the meeting
B. AGM documents
The proposals included in the agenda of the AGM, together with this invitation, shall be available at
C. Instructions for the participants in the AGM
In order to limit the spread of the Covid-19 pandemic, the AGM will be arranged so that shareholders or their proxy representatives may not arrive at the AGM venue. Shareholders and their proxy representatives can participate in the AGM and exercise their rights only by voting in advance and making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.
A shareholder or a proxy representative may not participate in the AGM by means of real-time telecommunications either, but shareholders may follow the AGM on the Company's web site www.neste.com/agm. Shareholders following the AGM in this way are not considered to participate in the AGM.
Right to participate of a shareholder registered in the shareholders' register
Each shareholder, who is registered on
Notice of participation of a shareholder registered in the shareholders' register and voting in advance
Registration for the AGM and advance voting begin at
Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the AGM during the period
a) Via the Company's web site www.neste.com/agm
Registering and voting in advance requires strong electronic identification (online banking codes or Mobile ID) for natural persons and business ID and the shareholder's book-entry account number for legal persons.
b) By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the Company's web site www.neste.com/agm to
If a shareholder participates in the AGM by delivering votes in advance by regular mail or e-mail to
A shareholder must in connection with the registration submit the requested information, such as the shareholder's identification and contact details. Personal data disclosed in connection with the shareholders' registration will be used only in connection with the AGM and the thereto related necessary handling of registrations.
Instructions regarding the voting are available to all shareholders on the Company's web site www.neste.com/agm. Additional information is also available by telephone at +358 20 770 6862.
Proxy representative and powers of attorney
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 proxy document 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. 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.
A template for a proxy document and voting instructions are available on the Company's web site www.neste.com/agm as of
A shareholder, who will not vote in advance himself/herself, may without any cost for the shareholder use the Company's proxy authorization service and authorize
Further information on the designated proxy representative is available on the web site https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen and his contact details are: postal address:
A shareholder may participate in the AGM and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the herein described manner (a proxy representative cannot vote in the electronic advance voting system). A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to
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 proxy documents, and registration for the AGM in good time. The account manager of the custodian bank must register a shareholder with nominee-registered holdings temporarily into the shareholders' register of the Company at the latest by the time stated above and arrange voting on behalf of a shareholder with nominee-registered holdings.
Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the Company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the AGM, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to agm@neste.com by no later than at
A shareholder may present questions with respect to the matters to be considered at the AGM, as referred to in Chapter 5, Section 25 of the Finnish Companies Act, until
Other instructions and information
The total number of shares in
Changes in shareholding after the record date of the AGM do not affect the right to participate in the AGM or the number of voting rights held in the AGM.
Espoo,
Board of Directors
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 renewable diesel and sustainable aviation fuel, developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. As a technologically advanced refiner of high-quality oil products with a commitment to reach carbon-neutral production by 2035, we are also introducing renewable and recycled raw materials such as waste plastic as refinery raw materials. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world's most sustainable companies. In 2019, Neste's revenue stood at
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