Decisions taken by Neste's Annual General Meeting

Neste Corporation, Stock Exchange Release, 25 March 2025 at 2:30 p.m. (EET)

Neste Corporation's Annual General Meeting (AGM) was held today at Messukeskus, Helsinki Expo and Convention Centre. 

The AGM adopted the company's Financial Statements and Consolidated Financial Statements for 2024 and discharged the Board of Directors and the President & CEOs from liability for 2024. 

The AGM resolved to reject the remuneration report for 2024. The resolution made is advisory. The AGM supported other proposals presented to the meeting.

Dividend of EUR 0.20 per share

The AGM approved the Board of Directors' proposal that a dividend of EUR 0.20 per share will be paid on the basis of the approved balance sheet for 2024. The dividend will be paid to shareholders registered in the shareholders' register of the Company maintained by Euroclear Finland Oy on the record date of the dividend payment, which shall be 27 March 2025. The dividend will be paid on 3 April 2025.

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 eight.

The AGM decided that the following were re-elected to serve until the end of the next AGM: John Abbott, Nick Elmslie, Just Jansz, Conrad Keijzer, Pasi Laine and Sari Mannonen. Anna Hyvönen and Essimari Kairisto were elected as new members.

Pasi Laine was elected as the Chair and John Abbott as the Vice Chair of the Board. Board member introductions can be found at the company's web site.

The AGM decided on the remuneration to the Board for the term starting at the end of the 2025 AGM and ending at the end of the 2026 AGM as follows:

• Chair: EUR 165,000;
• Vice Chair: EUR 90,000;
• Chairs of the Committees: EUR 90,000 if the person does not simultaneously act as Chair or Vice Chair; and
• Members: EUR 75,000.

The AGM decided on the remuneration for participation in Board or committee meetings:

• EUR 1,000 for meetings, or
• EUR 2,000 for meetings, if the member travels to the meeting outside his/her 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 Helsinki Stock Exchange following the publication of the interim report for the period 1 January to 31 March 2025. If the shares are not purchased and/or delivered based on a reason pertaining to the Company or the Board member, the fee will be in cash in its entirety. The Company is responsible for any transfer tax potentially levied on the purchase.

Company Auditor

In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Public Accountants, was re-elected as the company's Auditor, with Authorized Public Accountant Leenakaisa Winberg 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.

Sustainability Reporting Assurer

In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized Sustainability Audit Firm, was re-elected as the company's Sustainability Reporting Assurer, with Authorized Public Accountant, Authorized Sustainability Auditor Leenakaisa Winberg as the principally responsible sustainability reporting assurer 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

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 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 shall revoke the buyback authorization granted to the Board of Directors by the AGM on 27 March 2024.

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 27 March 2024 to the Board to decide on share issue.

Availability of the minutes for review

The minutes of the AGM will be available at neste.com from 8 April 2025 onwards at the latest. 

Neste Corporation

Hanna Maula
Senior Vice President, Communications, Sustainability and Public Affairs

Further information: Christian Ståhlberg, Senior Vice President, Legal & Compliance. Please contact Neste's media service, tel. +358 800 94025 / media@neste.com (weekdays from 8.30 a.m. to 4.00 p.m. EET). Please subscribe to Neste's releases at https://www.neste.com/media/subscribe.