Neste Corporation's Annual General Meeting (AGM) was held on 30 March 2021 under special arrangement at the Company’s headquarters in Espoo. In order to prevent the spread of the COVID-19 pandemic, the AGM was held without shareholders’ or their proxy representatives’ presence at the venue of the meeting. Shareholders and their proxy representatives had the possibility to participate in the meeting and exercise their shareholder rights by voting in advance and by making counter-proposals and presenting questions in advance.
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 2020 and discharged the Board of Directors and the President & CEO from liability for 2020.
Dividend of EUR 0.80 per share to be paid in two instalments
The AGM approved the Board of Directors' proposal that a dividend of EUR 0.80 per share will be paid on the basis of the approved balance sheet for 2020. The dividend will be paid in two instalments.
The first instalment of dividend, EUR 0.40 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the first dividend instalment, which shall be Thursday, 1 April 2021. The first dividend instalment will be paid on Monday, 12 April 2021.
The second instalment of dividend, EUR 0.40 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the second dividend instalment, which shall be Tuesday, 5 October 2021. The second dividend instalment will be paid on Tuesday, 12 October 2021.
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.
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, following the amendment of the Articles of Association to the effect that the maximum number of Board members is increased from eight to ten.
The AGM decided that the following were re-elected to serve until the end of the next AGM: Mr. Matti Kähkönen, Ms. Sonat Burman-Olsson, Mr. Nick Elmslie, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Ms. Johanna Söderström and Mr. Marco Wirén. Mr. John Abbott was elected as a new member.
Mr. Matti Kähkönen was re-elected as Chair and Mr. Marco Wirén was re-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 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 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 pertaining to the Company's travel guidelines. The meeting fee for telephone meetings is paid according to the fee payable for meetings held in each member's home country.
In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Public Accountants, were appointed as the company's Auditor, with Authorized Public Accountant Mrs. Virpi Halonen 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
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 18 May 2020.
Amendments to the Articles of Association
The AGM approved the Board’s proposal to amend the Company’s Articles of Association as follows:
Article 4 concerning the Board of Directors will be amended so that the maximum number of the members of the Board of Directors will be increased from eight (8) to ten (10) members. Following the amendment and as Article 4 otherwise remains unchanged, the first paragraph of Article 4 will 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 will be amended so that it corresponds to the terminology in the existing legislation on auditing as regards wording. Following the amendment and as Article 9 otherwise remains unchanged, the first paragraph of Article 9 will in its entirety read as follows:
“One Authorized Public Accountants Organization shall be elected as the Company’s auditor. The auditor shall designate an Authorized Public Accountant having principal responsibility.”
The last sentence of the first paragraph of Article 10 concerning the notice to the General Meeting of Shareholders will 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 amendment, it will 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 will be vested in the Board of Directors.
Following the amendment and as Article 10 otherwise remains unchanged, the first paragraph of Article 10 will 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 will 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 will be amended so that these subsections will be subsections 8–11 of the second paragraph of Article 11 going forward. Following the amendments and as Article 11 otherwise remains unchanged, the second paragraph of Article 11 will 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.”
Availability of the minutes for review
The minutes of the AGM will be available at neste.com from 13 April 2021 onwards at the latest.
Materials and links
- Invitation to the Annual General Meeting
- Online registration and online advance voting
- Advance voting form (printable PDF)
- Proxy (printable PDF), including advance voting form
- Annual Report 2020 incl. Financial Statements, Review by the Board of Directors, Auditor’s Report and Remuneration Report
- Proposals of the Board of Directors and of the Shareholders' Nomination Board
- Brief presentation of the proposed new Board member
- Shareholder questions and answers