Neste Oyj - Decisions of general meeting

Decisions taken by Neste's Annual General Meeting

Neste Corporation, Stock Exchange Release, 27 March 2024 at 1:15 p.m. (EET)
Neste Corporation's Annual General Meeting (AGM) was held today at Messukeskus,
Helsinki Expo and Convention Centre. The AGM supported all the proposals
presented to the meeting and approved the remuneration report and the
remuneration policy. The AGM also approved the amendment of the Charter for the
Shareholders' Nomination Board resulting in, among other things, that the
composition of the Nomination Board will in the future be determined according
to the votes produced by the share ownership on the first banking day in June.
The AGM adopted the company's Financial Statements and Consolidated Financial
Statements for 2023 and discharged the Board of Directors and the President &
CEO from liability for 2023.
Dividend of EUR 1.20 per share to be paid in two installments
The AGM approved the Board of Directors' proposal that a dividend of EUR 1.20
per share will be paid on the basis of the approved balance sheet for 2023. The
dividend will be paid in two installments.
The first installment of the dividend, EUR 0.60 per share, will be paid to
shareholders registered in the shareholders' register of the Company maintained
by Euroclear Finland Oy on the record date for the first installment of the
dividend, which shall be Tuesday, 2 April 2024. The first installment of the
dividend will be paid on Tuesday, 9 April 2024.
The second installment of the dividend, EUR 0.60 per share, will be paid to
shareholders registered in the shareholders' register of the Company maintained
by Euroclear Finland Oy on the record date for the second installment of the
dividend, which shall be Wednesday, 2 October 2024. The second installment of
the dividend will be paid on Wednesday, 9 October 2024.
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: Matti Kähkönen, John Abbott, Nick Elmslie, Just Jansz, Heikki Malinen,
Eeva Sipilä and Johanna Söderström. Conrad Keijzer, Pasi Laine and Sari Mannonen
were elected as new members.
Matti Kähkönen was re-elected as Chair and Eeva Sipilä 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 for the term starting at the
end of the 2024 AGM and ending at the end of the 2025 AGM as follows:

  · 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; and
  · EUR 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 Helsinki Stock Exchange following the
publication of the interim report for the period 1 January to 31 March 2024. 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 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, KPMG Oy Ab, Authorized
Sustainability Audit Firm, was 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 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 28
March 2023.
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 28 March 2023 to the Board to decide on share issue.
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 10 April 2024 onwards
at the latest.
Neste Corporation
Susanna Sieppi
Vice President, Communications and Brand (act.)
Further information: Christian Ståhlberg, General Counsel. 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/for-media/releases-and-news/subscribe.

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 Finland the most
sustainable refinery in Europe by 2030. Neste is committed to reaching carbon
-neutral production by 2035, and will reduce the carbon emission intensity of
sold products by 50% by 2040. Neste has also set high standards for
biodiversity, human rights and the supply chain. The company has consistently
been included in the Dow Jones Sustainability Indices and the Global 100 list of
the world's most sustainable companies. In 2023, Neste's revenue stood at EUR
22.9 billion. Read more: neste.com (http://www.neste.com)