Neste Oyj (HEL:NESTE)
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May 7, 2026, 6:29 PM EET
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AGM 2022

Mar 30, 2022

Matti Kähkönen
Chair of the Board of Directors, Neste

Ladies and gentlemen. My name is Matti Kähkönen, and I am the Chair of the Board of Directors of Neste. It is my honor to open this Neste Annual General Meeting 2022, and warmly welcome you all on behalf of the board. I'm opening this meeting in a global situation in which we are both appalled and concerned. The war in Ukraine is violating against international law and principles of human rights. Like corporations and private citizens, Neste also condemns the Russian attack. We are monitoring the situation closely and have also taken appropriate measures. In addition to the war in Ukraine, COVID-19 continues to impact our operations. It is due to COVID that we are once again holding this annual general meeting with exceptional arrangements. You can see the members of the Neste's board in this picture.

Due to the exceptional arrangements, I'm the only member of the board present on site today. I have been the Chair of the Board of Directors, of its Personnel and Remuneration Committee, and also a member of the Shareholders' Nomination Board. All the board members, as well as Virpi Halonen, Authorized Public Accountant, our Chief Auditor of KPMG Oy Ab, are independent of Neste Corporation and its major shareholders. President and CEO Peter Vanacker is also physically present here today, and later he will be giving his concise review of Neste's business operations. The key task of Neste's Board of Directors is to guide the group's strategy in a way that creates conditions for meeting the financial goals of the group, and for the creation of shareholder value over the long run while taking account of the expectations of various stakeholders.

In 2021, the Board of Directors focused on the company's long-term strategy, such as the continued growth of the renewable products business and the expansion of sourcing and production of renewable raw materials. These include the ongoing expansion project in Singapore, the potential next refinery project for renewable products in Rotterdam, and the joint venture for the production of renewable diesel with Marathon Petroleum in California, which we announced in March. The Naantali Refinery was closed in March 2021, and the biggest large-scale turnaround ever at the Porvoo Refinery was completed successfully and safely. The turnaround was a significant investment in the refinery's future safety, availability, and competitiveness.

In addition to these and the other scheduled matters on the agenda, the Board of Directors also monitored the implementation of the company's strategy and assessed long-term changes in the operating environment and their impact on the company's business from the perspective of sustainability, among others. The board has also addressed management issues, including the changes in our top management announced during 2021, and the development of competencies. The Board of Directors also kept a close eye on the development of safety, the company's operations, its financial results, and risk management. Acquisitions and investment projects were also on the board's agenda last year. During the year, the board reviewed its own activities, focusing particularly on the diversity of the board's skills and experience. The Board of Directors convened 13 times in 2021, with a participation rate of 98.1%.

Due to COVID, the meetings were held virtually apart from the meeting in September. The board has worked in a very exceptional operating environment, which was marked by both the exceptional arrangements under the pandemic, as well as the uncertainty caused by the war in Ukraine and its impact on business and on life in general. Despite these exceptional circumstances, the Board of Directors has worked with expediency and diligence. I will come back to the company's remuneration principles later in this meeting. Now, dear shareholders, ladies and gentlemen, I want to thank you for putting your confidence in Neste Corporation and buying stock in the company. I would also like to thank you for your attending this meeting online and for having voted in advance on the important decisions to be taken by this annual general meeting.

I declare the annual general meeting open, and in the absence of other proposals, Jukka Laitasalo, Attorney-at-Law, is elected to chair the meeting. I will now give the floor to him. I thank for your confidence. I also would like to welcome those who follow this AGM online. We will start by calling the meeting to order. Traditionally, we need a secretary, and I call Christian Ståhlberg, General Counsel of the company this year, too, to act as secretary. So Christian, you are the secretary. Some general remarks on the meeting. As Matti Kähkönen, Chairman of the Board, said in his opening speech this year, too, this AGM, Annual General Meeting, is held under exceptional arrangements without the presence of shareholders or their proxy representatives.

This is based on the so-called Temporary Act, with the aim of taking into account health and safety, and also that the company can take important decisions. On the other hand, this temporary act and its exceptional arrangements want to give the rights to the shareholders as far as it is possible under these exceptional circumstances. The shareholders and their proxy representatives have been entitled to participate in the AGM and exercise their shareholder rights only by voting in advance, by making counter proposals in advance, and asking questions in advance, following the instructions in the notice and in the company's other instructions. It is possible to follow this meeting on the company's website, but shareholders following this online are not considered to be participating in the AGM. We will later tell about the entitlement of participation.

As you've seen in the notice, shareholders holding at least 1/100 of all shares of the company within the meaning of the Temporary Act have had the right to make counter proposals to the proposed resolutions, but there were no counter proposals submitted by the shareholders by a deadline. Shareholders have also had the possibility to email questions in line with chapter 5, section 25 of the Finnish Companies Act concerning items on the agenda, but there were no questions either to put to the company in advance. The advance voting procedure under the Temporary Act, it has been possible to give a vote on all the points on the agenda. It has been possible to give a vote in favor, against, or abstain, or otherwise not participate in that vote.

The normal Limited Liability Companies Act, actually today, it is better to find out the votes of the shareholders, because normally there are no votes taken in sort of ordinary annual meetings, but now this vote is taken on each point on the agenda where decision is needed. A summary of votes cast in advance, which is submitted by Euroclear Finland Oy, and the number of votes for each point will be annexed to the minutes under point two, and you should be seeing that summary now on your screens. The numbers and percentages will be entered in the minutes under each point as the law requires.

As we can say that the required majority of shares represented in the meeting for the AGM are in favor with a clear majority of all the proposals to be found in the notice. Either Neste or Euroclear Finland are not aware of any technical or other kind of problem or ambiguity concerning advanced voting or the meeting procedure in general. The right of participation of shareholders and the accuracy of the counting of votes has been accounted for in ways comparable to those used in sort of normal AGMs. This meeting, as a main rule, will be held in Finnish. However, Peter Vanacker, the President and CEO, will present his review in English. There is interpretation from Finnish into English, which you can use online.

The proposals made to the AGM are to be found in the notice, and I will say that the deadlines for making the documents available have been met. At this point, we are ready to move on about election of the examiners of the minutes and supervisors for counting of votes. This Temporary Act stipulates that in the notice of the meeting, it shall be indicated how meeting officials are to be elected. This time, the Board of Directors has made a proposal, which you can find in the notice, that the examiner of the minutes and the supervisor of the counting of votes is General Counsel of the company, Christian Ståhlberg. Next point on the agenda is establishing the legality of the meeting.

Here we verify that the convocation to the meeting meets the requirements. According to Section 10 of the Articles of Association, the notice convening a general meeting of shareholders is issued by the board, and the notice shall be published on the company's website no earlier than two months and no later than three weeks prior to that meeting, but at least nine days prior to the record date of the meeting. In addition, where the board so decides, the company may publish the date and location of the meeting and the link to the company's website on one or more newspapers. The notice has been published following the decision of the board on the company's website and as a stock exchange release on February 10, 2022. These deadlines in the articles of association have been respected.

There were no newspaper notices published this year. The notice is also available here at the chair's desk. Just to add that the notice will be annexed to the minutes. I still want to say that according to the article of association, the meetings can be convened in Espoo, Helsinki, or Vantaa. Today, we are meeting in Espoo at the headquarters. As a chairman, I can say that the requirements of the Limited Companies Act and articles of association have been complied with, so the meeting has been convened in line with them and it is quorate. Let's move on to point five before going to the business proper, for which decisions are taken.

Under point five, we record the attendance at the meeting and the voting list, which will be annexed to the minutes. In order to be able to use your voting right is that the participant has been registered in the shareholders' register of the company maintained by Euroclear Finland Oy on 18th of March, which is the record date. This deadline is both to nominee-registered and directly registered shareholders. The last ones in the way that the nominee-registered shareholders have had to be registered in that list by the record date, and that they also have given a notice that they have been included temporarily on the shareholders' register for the meeting and for votes.

As established in the notice, the shareholder is considered to have the entitlement participate or the right to having shares on the record date, also registration by the deadline mentioned in the notice. In addition, the shareholder has given or participated in advance voting, which gave him the right to participate in the annual general meeting. Euroclear Finland Oy shows that the advance vote 305 shareholders took part in the advance voting, representing 599,587,341 shares and votes. This is 77.95% of all shares and votes of the company. The voting list will be annexed to the minutes of the meeting under point five.

That was the organization of the meeting. Now we are ready to go to the issues that are to be decided by the annual general meeting. We start with the presentation of the financial statements for 2021, including the consolidated financial statements, the review by the board, and the auditor's report. It will be recorded that documents regarding the financial statements have been made available to shareholders since the 4th of March on the company's website and at the headquarters of the company, so that three-week deadline was respected. The financial statements include also the consolidated financial statements, and the original version of those documents are available at the headquarters. I will next give the floor to President and CEO Peter Vanacker, who will present his review of the year 2021. The floor is yours.

Peter Vanacker
President and CEO, Neste

Hey, welcome to this virtual annual general meeting. Welcome also on my behalf to our annual general meeting, which once again is being held under very different circumstances. I'm not only referring to the COVID-19 pandemic, which forces us to hold this meeting virtually, but also the war in Ukraine, which is a clear violation of international law and principles of human rights. We, along with so many businesses and individuals, condemn the invasion by Russia. Last month, we decided to mostly replace Russian crude oil with crudes from other regions and not make any new supply agreements of Russian origin oil products for the moment. Neste does not buy renewable raw materials from Russia and will not make any new agreements to buy renewable raw materials from Russia in the current situation.

Neste continues to closely monitor the situation and the development of sanctions and potential counter-sanctions, and we are preparing for various options in procurement, production, and logistics. Our primary target is to secure the uninterrupted supply of products and the safe continuation of operations in any situation. These are harrowing, upsetting times for tens of millions of people in Ukraine and elsewhere, and my heart goes out to all those who are suffering. Dear shareholders, despite these difficult times, we have not lost sight of our purpose to create a healthier planet for our children. As you can see from our performance in 2021, Neste is a company like no other. If I could choose three words to summarize the year, they would be resolve, resilience, and results.

Our employees, they showed great resolve in pulling together to successfully execute our strategy of becoming a leader in renewable and circular solutions. They showed incredible resilience during another year of the pandemic, which roiled the global economy and touched all of us personally, either directly or indirectly. Most importantly, they drove Neste to fantastic results, both in terms of safety as well as financially, which I will expand upon shortly. Thanks to these three Rs, Neste took big steps forward as a company in 2021. We agreed numerous partnerships and acquisitions to grow our Renewable Aviation, Renewable Road Transportation, and Renewable Polymers and Chemicals business units. We expanded our global access to waste and residues and announced a broadened sustainability vision that sets aspirational targets for biodiversity, human rights, our supply chain, and raw materials.

We delivered an excellent safety performance, and that despite the risk posed by COVID and the major three-month turnaround that we had in our Porvoo refinery. I'm pleased to say we have kept the momentum going on in 2022. Earlier this month, we agreed on a significant renewable fuels joint venture with Marathon Petroleum, and that will make Neste the only global provider of renewable fuel products with a production footprint on three continents, North America, Asia, and Europe. My warm thanks go to our employees, our partners, and our stakeholders for such a successful 2021. I will cover our achievements in more detail after walking you through our key numbers, the financial targets, and dividend policy. These targets ensure that Neste remains a healthy and profitable company that is capable of investing into the future while providing solid shareholder value.

One of our key long-term targets is to keep our return on average capital employed after tax above 15%. In 2021, we reached 15.5% on a rolling 12-month basis, exceeding the target despite the pandemic. Secondly, our leverage ratio should stay below 40%. In 2021, the number was 0.6%, which is remarkable considering the turmoil caused by the pandemic. This healthy figure gives us the flexibility to make large decisions that will help us advance our strategy, like the investment in Singapore and the just announced $1 billion investment in the United States. We're also starting to highlight comparable earnings before interest, tax, depreciation, and amortization or EBITDA, a metric that removes the impact of acquisitions and investments on earnings and better shows the underlying business performance.

In 2021, our comparable EBITDA was EUR 1.92 billion, roughly flat versus 2020, and an excellent achievement in the pandemic conditions. Finally, our policy is to distribute at least 50% of our comparable net profits as dividends. Our chair will shortly speak about our dividend proposal. Before moving to our achievements in sustainability, I would like to take this moment to give my thanks to our Chief Financial Officer, Jyrki Mäki-Kala, who will retire during the spring after serving Neste for nine years. Thank you, Jyrki. Jyrki will be succeeded by Martti Ala-Härkönen, who will join us on April 1st and formally take over from Jyrki on May 1st. Now I will turn to sustainability, which as you know, is at the core of our business. I'm pleased to say that in 2021, we raised our already high ambitions even higher.

The year was one of significant activity focused on tackling the climate crisis, including the unveiling of the European Fit for 55 emissions reduction plan and the COP26 climate change conference in Glasgow. This shows the growing urgency to reduce the climate change impact, something Neste has already been doing for years. We have set ourselves a number of targets in this area, and on the slide, you can see our key sustainability targets and achievements, which we track closely. They cover our climate promises, our carbon footprints, and handprint commitments, as well as circular economy and environmental targets. They also cover safety performance, which once again, was strong in 2021, considering the Porvoo turnaround and the unstable COVID-19 environment.

To highlight one of these targets, we are committed to helping customers reduce their greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons of CO2 equivalent annually by 2030. In 2021, we made strong progress with a reduction of 10.9 million tons, and that is the equivalent of removing 4.2 million passenger cars from the roads for a full year. I'm pleased to say that our joint venture with Marathon Petroleum, once closed, will help us exceed this commitment. As I said, in 2021, we raised our sustainability ambitions even higher and setting aspirational targets for biodiversity, human rights, our supply chain and raw materials, as you can see in this slide.

On climate, we're taking the lead to transform towards a carbon neutral value chain by now including Scope 3 emissions in our targets, aiming to reduce the use phase emission intensity of sold products by 50% by 2040, and that is compared to 2020. We will reach our climate targets through increasing the share of renewable and circular solutions, transforming our Porvoo refinery to make it the most sustainable one in Europe, and working with suppliers and partners to cut emissions across the value chain. For example, in December, we announced that we met our goal of 100% renewable electricity use in Finland ahead of schedule after signing a renewable hydropower agreement. Our ambitions will require further transformation from Neste, its suppliers and partners with new ways of working, innovation, and cooperation.

The cost of this effort pales in comparison when you consider what is at stake for the planet. In 2021, our hard work was once again recognized by a number of leading external parties like the Corporate Knights and the Dow Jones Sustainability Indices. You can find more details on this and other topics in our very comprehensive annual sustainability report, which is available on our website. Neste's strategy is built on renewable and circular solutions. In other words, developing different alternatives to ensure that carbon is used again and again. We refine waste, residues, and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials. Last year, we showed clear progress on multiple fronts. We expanded the number of customers for our leading sustainable aviation fuel business or SAF, to include leading airlines such as Lufthansa, KLM, Delta Air Lines, and DHL.

With our ongoing Singapore refinery expansion and the additional investment into our Rotterdam refinery, we will have the capacity to produce around 1.5 million tons of SAF annually, and that by the end of 2023. The project for a possible next world scale renewables refinery in Rotterdam is in the engineering phase, and its scope is relatively similar to Singapore. We are approaching readiness for a final investment decision during the next months. We grew our Neste MY Renewable Diesel fueling network in target markets, including the United States, Sweden, and we also launched Neste MY Renewable Diesel in Belgium. It was also a strong year for our renewable polymers and chemicals business, which struck a number of strategic agreements with companies like Unilever, LyondellBasell, Mitsui Chemicals, and Toyota Tsusho Corporation.

Neste aims to become a significant solution provider for advanced recycling and has set a target to process over 1 million tons of waste plastic annually, and that from 2030 onwards. In 2021, we successfully conducted trial runs of our advanced recycling capabilities for liquefied waste plastic in Porvoo, laying out the foundations for replacing crude oil-based raw materials with liquefied waste plastic. In addition to these successes, we made excellent progress in our efforts to build future growth platforms in renewable and circular solutions. As we know, innovation at Neste drives transformation and growth. Remember that around one-quarter of our Neste employees are working in our innovation and technology divisions, and the number continues to grow with the establishment of our R&D center in Singapore.

We are, for example, developing lignocellulosic fuels and materials, scalable feedstocks for aviation fuels such as algae and municipal solid waste, as well as Power-to-X solutions. Some of these raw materials could be commercialized within the next three to five years, while others will take significantly longer to scale up. The clear highlight in this area in 2021 was an EUR 88 million grant decision from the EU Innovation Fund to develop our green hydrogen and carbon capture and storage project in Porvoo, part of our efforts to decarbonize production at the refinery. Now, this decision was clearly a recognition of our role as a key contributor to the European energy transition. We continue to prioritize operational excellence and process improvement and are making great progress on this front.

In 2021, we raised our improvement targets for the Neste Excellence Program from EUR 225 million to EUR 350 million by the end of 2022, and from EUR 300 million to EUR 500 million by 2030. These improvements are measured versus the year 2018. We're also continuously reviewing our portfolio to ensure the optimal execution of our strategy. In 2021, we acquired Agri Trading, one of the largest renewable waste and residue fat and oil traders in the United States. We agreed to sell our existing base oils business to Chevron and struck a deal to exit our base oils joint venture with Bahrain Petroleum Company and Nogaholding. These transactions support our renewable and circular solution strategy, and they show just how much Neste has transformed as a company.

I will give you two examples to support this point. First, 955 new professionals joined Neste during 2021, and 700 internal career movements took place as we developed the company through external talent acquisition and internal career moves. Second, three years ago, around 30% of our employees worked on our change strategy, and the figure is now above 70%. The same is valid for our CapEx investments. Now, more than 70% of our investments are in the area of renewable and circular solutions, and this number continues to grow. This is a remarkable change indeed. We continue to invest significantly also in Finland, in particular in Porvoo, driven by the commitment to reach carbon-neutral production by 2035. Finland is and continues to be our research, development, and innovation hub.

Dear shareholders, as Neste prepares for its next wave of transformation, I have decided to join one of the leaders in the polymers and chemicals industry, so it can accelerate its own move towards renewables and circularity. This decision was extremely difficult to take, given how attached I have become to Neste, its people, and its mission, and also to Finland and its people, who welcomed me so warmly and treated me and my family so kindly during my time here. I am prepared to leave with full faith in Neste's management and employees to successfully navigate through these challenging times, a feeling that was reinforced last week with the selection of Matti Lehmus to be my successor. Matti is exactly the right person to lead Neste on its next steps as a company.

Achievements are always about the work of many pulling together, driven by shared purpose and values rather than the contributions of any one single person. This is a growing company of some 5,000 passionate, innovative people, and Neste also has a top-notch leadership team. The call for a more sustainable world is getting louder, and our renewable and circular solutions with our people at the core are answering the call, and we are only getting started. Thank you, dear shareholders, for our excellent work together and for continually driving me and the management team to deliver higher performance with the highest standards. I depart knowing that Neste is not only on the road towards creating a healthier planet for our children, it is leading the way. Thank you. [Foreign language] Kiitos.

Martti Ala-Härkönen
CFO, Neste

Thank you, President and CEO Peter Vanacker, for this review, and I wish you all the best of success in your new challenges in the future. As far as the financial statements are concerned, we will take a look at the auditor's report, which is available on pages 247 through 250 of the English annual report published on the company's website. It has been signed by Virpi Halonen, Authorized Public Accountant, who has been the auditor with principal responsibility. They have given the following opinion.

The consolidated financial statements give a true and fair view of the group's financial position, financial performance, and cash flows in accordance with International Financial Reporting Standards, IFRS, as adopted by the EU. The financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland, and that they comply with statutory requirements. In this agenda item, we will say that the financial statements, the consolidated financial statements, and the other relevant documents have been presented to the meeting. When we go to item seven, which is the adoption of the financial statements, including the adoption of the consolidated financial statements. The auditor has supported that the financial statements and the consolidated financial statements should be adopted.

The voting result is shown here in this agenda item, 99.92% of the votes cast have been in favor of the proposal. The number has been 599,102,033 in favor. The votes against were 345,422. There were 138,836 abstaining votes. Based on the voting result, the annual general meeting has adopted the financial statements and the consolidated financial statements for 2021. The next item requiring a resolution is number eight, use of the profit shown in the balance sheet and resolution on the payment of dividend. The Chairman of the Board of Neste Corporation, Matti Kähkönen, will now present the dividend proposal. The floor is yours. Thank you, Chairman.

Matti Kähkönen
Chair of the Board of Directors, Neste

Distinguished participants of the Neste annual general meeting. Neste's dividend policy is to pay out at least half of the comparable operating profit as dividend. The distributable funds of the parent company at the end of last year were EUR 2,800 million. The board proposes that a total of EUR 0.82 per share would be paid as dividend for 2021 in two tranches. This is in line with the company's dividend policy. The first installment would be paid, which would be EUR 0.41 per share, would be paid to shareholders who are registered in the company shareholders register, maintained by Euroclear Finland Ltd on the record date for the first dividend installments, which shall be Friday, April 1st, 2022.

The board proposes that the first dividend installment would be paid on Friday the 8th of April, 2022. The second installment, also EUR 0.41 per share, would be paid to shareholders who are registered in the company shareholders register, maintained by Euroclear Finland Ltd on the record date for the second dividend installment, which shall be Friday the 30th of September, 2022. The board proposes to the annual general meeting that the second dividend installment would be paid on Friday the 7th of October, 2022. We also propose that the board of directors is 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 are changed or otherwise require. That was our proposal.

Jukka Laitasalo
Chairman, Neste

Thank you, Chairman of the Board for presenting the proposal. In this agenda item, the percentages are as follows: 99.86% of the votes cast have been in favor of the proposal. The number of those votes in favor was 598,718,509. There were 851,765 votes against, corresponding to approximately 0.14% of the votes cast. There were 17,056 abstaining votes, representing 17,056 shares. Based on this voting result, the annual general meeting has resolved to adopt the board's proposal regarding the use of the profits shown in the balance sheet.

One more item related to the financial statements, which is the discharge of the members of the board of directors and the president and CEO from liability. The auditors has again supported, the members of the board of directors and the managing director of the parent company should be discharged from liability for the financial period of 2021. This decision will concern the following persons. Matti Kähkönen, Chairman of the Board, Marco Wirén, Vice Chair of the Board, and members who have been members for the entire financial period or part of it. John Abbott, Sonat Burman-Olsson, Nick Elmslie, Martina Flöel, Jean-Baptiste Renard, Jari Rosendal, and Johanna Söderström.

The President and CEO for the entire financial period has been Peter Vanacker. Let it be recorded that persons who have functioned as board members or the president and CEO are disqualified from decision making in this agenda item. In this agenda item, the voting result is the following: 98.01% of shares and votes have been in favor of this decision. 587,629,008 votes. The number of opposing votes was 10,163,969, representing 1.70%. There were 1,768,893 abstaining votes.

Based on this voting result, the annual general meeting has resolved to discharge board members and the President and CEO from liability. When we go to item 10 on the agenda, which is the remuneration report. Just a few words, first of all, to explain the subject matter. Under the Securities Markets Act, listed companies since 2021 shall publish a remuneration report containing information about the remuneration of board members, as well as the President and CEO, and any deputy CEO during the past financial year in line with the company's remuneration policy. In accordance with the Limited Liability Companies Act, the annual general meeting of a listed company shall decide upon the adoption of the remuneration report, and this decision is of an advisory nature.

The remuneration report was published on the 4th of March, 2022, and this meets the requirement of the law that the publication shall take place no later than three weeks before the annual general meeting. It was published as part of the annual report as a stock exchange release and as well as on the company's website. I will now give the floor to the Chairman of the Board, Matti Kähkönen, who will explain the main points of the remuneration report. Thank you. I will now give a review of the remuneration of the management and key personnel of Neste Corporation.

Matti Kähkönen
Chair of the Board of Directors, Neste

It is the duty of the Personnel and Remuneration Committee, of which I am chair, to make sure that the remuneration plans reflect our long-term remuneration policies, which include the following, supporting business strategy, paying for performance, encouraging value-based behavior in individual and team accountability, and paying competitively and fairly. I will now explain the different areas or parts of a CEO's remuneration. It includes the fixed annual remuneration, such as base salary and fringe benefits, and variable remuneration, such as short and long-term incentive plans. The fixed annual salary has to do with the demands and impact of the task and the performance of the person. A significant parts of the remuneration is based on variable remuneration, and we are trying to make sure that performance and remuneration are closely linked.

The short-term incentive plan is based on operational targets, whereas the long-term incentive plans guide the key personnel towards achieving financial and strategic targets. They are based on relative total shareholder return and combined greenhouse gas impact as indicators. The remuneration package also includes several benefits, which have been explained in more detail in the remuneration report and on the company's website. I will now describe the remuneration that took place in 2021. We continued successfully our implementation of our strategy, growth strategy in the renewables business and implemented the largest-scale turnaround ever in the Porvoo refinery, which was completed in excellent time. Regardless of the instability in the market, our comparable operating profit in 2021 was EUR 1,342 million.

The remuneration indicators were the cash flow and employee safety as well as process safety, and the results were excellent. The aim with long-term remuneration is to align the interests of the management and key personnel with those of the shareholders. This slide represents Neste's total shareholder return in comparison with the market index during the past three years. We can see that these targets have been excellently achieved. In 2021, on the basis of the long-term incentive plan 2018 through 2020, we paid out a total of EUR 2.8 million to the executive committee and the CEO and EUR 11.9 million to other key personnel. We also reward our entire personnel for good performance and all our employees belong to the short-term incentive plans.

Also, the Finnish employees of Neste have the right to participate in the employee fund. Based on the short-term incentive plans and the employee fund, we paid out a total of EUR 18.7 million. Before I give the floor back to the Chairman of the meeting, a few words about some changes in the management. On the 23rd of March, we announced that we had appointed a new President and CEO from the 1st of May onwards, and I'm happy to say that we have chosen an excellent internal successor, namely Matti Lehmus, who has excellent experience and expertise which will help him to continue to implement Neste's growth strategy. It is our strategy to be a global leader in renewable and circular solutions.

Matti has shown that he has a strong experience in oil product refining, in renewable solutions and investment projects and excellent management skills. I would like to extend my warmest thanks to Peter and Jyrki, for whom this is the last annual general meeting in Neste management. Peter, you have been leading Neste successfully for three and a half years, you have been determinedly implementing the growth and internationalization or globalization strategy. I would like to thank you for your excellent work. Also, thank you to Jyrki Mäki-Kala, our CFO, who has worked for a few years for this company, and he will retire on the 8th of May, 2022. His successor, Martti Ala-Härkönen will have a very well tended post to take over. Thank you. Thank you.

Martti Ala-Härkönen
CFO, Neste

In this agenda item, we will record that the remuneration report has been presented to the annual general meeting. In this agenda item, 94.03% of the shares participating in the vote, and 563,775,361 votes were in favor, and a total of 24,622,135 votes were against, and the number of abstaining votes was 11,184,787. According to this voting result, the annual general meeting has adopted the remuneration report, and this decision was of an advisory nature. We will deal Board questions under points 11, 12, and 13 on remuneration, the number of members in the Board, and election of the Board members.

Neste Oyj has a nomination board established by an annual general meeting. Since the 21st of September, the composition was Chairman Kimmo Viertola, Director General of the Ownership Steering Department of Prime Minister's Office, Risto Murto, Chief Investment Officer of Varma, and Outi Antila, Director General of Kela. In addition, the fourth member was the Chairman of the Board, Matti Kähkönen. We will start with the proposal of the nomination board concerning the remuneration for board members, and it is divided by annual remuneration, committee work compensation, and meeting allowances.

For annual remuneration, the board nomination board proposes that a fixed annual fee would be for the Chair EUR 78,100 , for Vice Chair EUR 54,400 , and for the Chair of the Audit Committee also EUR 54,400 , providing he or she does not simultaneously act as Chair or Vice Chair of the Board. For members, EUR 37,900 were proposed. Committee work compensation as follows. Ordinary members of the Audit Committee will be paid EUR 3,000 . The Chair of the Personnel and Remuneration Committee will be paid EUR 5,000 , and its members EUR 2,000 . The Chair of any committee set up by the Board will be paid EUR 5,000 , and its members EUR 2,000 . Meeting allowances would be as follows.

EUR 800 for meetings held in the member's home country, EUR 1,600 for meetings held within the same continent as the member's home country, and EUR 2,400 for meetings held outside the continent of the member's home country. The allowance for meetings held over the phone or through other means of IT connections is paid at the level of home country allowance. In addition, expenses are paid in line with the company's travel policy. The proposal contains a part that the fixed annual remuneration would be partly paid in the form of Neste shares, which are to be purchased as follows, 40% of the fixed annual fee will be paid in the form of shares, and the remainder in cash. Committee and meeting allowances will be paid in cash.

The shares will be purchased directly on behalf of the board members within two weeks of the publication of the first interim report. If the shares cannot be purchased and/or supplied because of the company or the board member, the remuneration would be paid in cash in its entirety, and the company will pay the potential transfer tax of the purchase. I can say before looking at the results that the nomination board was unanimous in its decision or proposal, and the Chair of the Board of Directors, Matti Kähkönen, did not take part in the decision concerning the fees of the board members.

The results are as follows: in favor of that proposal were 98.67% of votes cast, and they were 591,585,906 in favor; against, 6,629,412 votes; and abstentions, 1,368,435 shares. In light of this voting result, the annual general meeting has approved the proposal of the nomination board concerning the remuneration of the board of directors. Under point 12, we will decide on the number of the members of the board. The articles of association stipulates that the company board of directors consists of no less than five and no more than ten members.

The Shareholders' Nomination Board is proposing that the number of board members would be nine. Votes participating are 599,583,753 shares in favor. We had 12,000 votes against and abstaining 18,909 shares. 0.0% you can see. Against and abstentions 0.0%. In light of this voting result, the Annual General Meeting has decided to endorse the proposal of the nomination board of nine members on the board. The next point, number 13, is about electing these nine persons.

The articles of association say that the general meeting also appoints the Chair and Vice Chair in the same context. The term will come to an end after the following annual general meeting of their election. The proposal for a Board composition, you can see it here. It is also found in the notice to this meeting, and the proposal says that Matti Kähkönen would be re-elected Chair of the Board. In addition, we would elect John Abbott, Nick Elmslie, Martina Flöel, Jari Rosendal, and Johanna Söderström of the present ones, and Marco Wirén, who is also proposed to be re-elected as Vice Chair. The Shareholders' Nomination Board also proposes new members, Just Jansz and Eeva Sipilä as new members.

We will see videos now presenting the nominees for the board.

Just Jansz
Member of the Board of Directors, Neste

Hello, my name is Just Jansz. I have a technical background with a master's degree in mineral engineering and a PhD in chemical metallurgy from Delft University of Technology in the Netherlands. I'm a former President, Technology Business at LyondellBasell. I started my career with Shell in 1981, and after 30 years with LyondellBasell, Shell, and affiliated companies, I'm now an independent director and advisor with listed companies and with early stage technology ventures since 2011. I've been a board member at Centrica plc, Maire Tecnimont in Italy, Generica in the U.S., and chairman of Econic Technologies in the U.K. I've lived and worked in the Netherlands, Switzerland, Belgium, Italy, and Germany. I've also traveled extensively outside Europe, closed numbers of business transactions in the Middle East, Asia, United States, and South America.

As a former president, technology business at LyondellBasell, I was overseeing one of the company's five business segments at the time, which included process technology licensing, the polyolefin catalysts business and new ventures. I have extensive experience in the polymer industry and related value chains, in commercializing innovation and in monetizing IP. I have a keen interest in renewable and recycled plastics, and I've developed a broad perspective on carbon circular economy and plastic-based solutions. I'm delighted to be nominated to the board of Neste. Neste is widely recognized and admired as a front runner in the transition to a circular economy. It will be an honor for me to join the company on this challenging and exciting journey, and I look forward to contributing to Neste's ongoing success. Thank you.

Jukka Laitasalo
Chairman, Neste

I can also add that all the candidates have agreed to be nominated to the board, and they are independent of the company and its major shareholders. You can find the CVs of all the proposed board members on our company website. In the advanced voting, shareholders took stance as a whole to this proposal, not to individual members. This procedure is based on the effect that the Shareholders' Nomination Board has made sure, that the voting takes place as a whole on all the members. I can say that Matti Kähkönen, Chairman of the Board, did not take part in the decision concerning the proposal of the Chairman of the Board. The results are as follows.

In favor of the proposal, we had 96.62% of the votes of the shares taking part in this vote, 579,296,687 votes to be exact, and against 19,173,655 votes. Abstentions, we had 1,113,536 shares. Based on and in light of this voting result, the annual general meeting has decided to endorse the proposal of the Nomination Board and elect the following members to the Board. Matti Kähkönen, re-elected as Chair. Marco Wirén, re-elected as Vice Chair. Members John Abbott, Nick Elmslie, Martina Flöel, Jari Rosendal, Johanna Söderström, and as new members, Just Jansz and Eeva Sipilä. Congratulations to all the nominees and new members.

Here, I would like to give back the floor to the Chairman of the Board, Matti Kähkönen.

Matti Kähkönen
Chair of the Board of Directors, Neste

Thank you. I'd like to thank for your confidence towards the board of directors. We will continue working for the success of Neste. By the same token, I would like to thank Jean-Baptiste Renard for a job well done in the past eight years. We wish him all the best in his future endeavors. Thank you very much. Thank you. We continue with the agenda. We move on to item 14, remuneration of the auditor. In accordance, as stated in the notice of the meeting, the board proposes, as recommended by the audit committee, that the auditor's fee be paid against invoice approved by the company. In this agenda item, there were 97.87% of the votes that were in favor, and this includes 586,792,960 shares.

Jukka Laitasalo
Chairman, Neste

There were 12,772,870 votes against and 18,927 abstentions. According to the voting result, the annual general meeting has resolved that the auditor's fee be paid against invoice approved by the company.

Matti Kähkönen
Chair of the Board of Directors, Neste

Yeah.

Jukka Laitasalo
Chairman, Neste

When we go to item five, which is about electing the auditor. Under section nine of the Articles of Association, the company shall have as its auditor, an entity of authorized public accountants, which shall appoint an auditor with principal responsibility who shall be an authorized public accountant. The auditor's term of office shall end at the closing of the next annual general meeting following the election, and KPMG Oy Ab has been the company's auditor with Ms. Virpi Halonen, authorized public accountant as the auditor with principal responsibility. As indicated in the notice of the meeting, the board proposes on the recommendation of the audit committee that the annual general meeting re-elect KPMG Oy Ab authorized public accountants as the company's auditor, and they have announced that they will appoint Ms.

Leenakaisa Winberg, Authorized Public Accountant as the auditor with principal responsibility, and her details are shown on the screen. In this agenda item, the board proposal received support from 99.31% of those participating in the vote, those shares participating, and the number of these was 595,422,315. 4,143,293 votes were against, and 18,925 abstentions. According to the voting results, the annual general meeting has resolved to re-elect KPMG Oy Ab as the company's auditor. Here I would like to extend the Board of Directors' warmest thanks to Virpi Halonen, the auditor with principal responsibility in 2021.

When we go to item 16, authorizing the Board of Directors to repurchase the company's own shares. This board proposal is similar as the corresponding proposal last year. The board proposal has been available to shareholders on the company's website as of the 10th of February, 2022. Now the board proposes that it be authorized to decide upon purchasing the company's own shares, up to a maximum of 23 million shares corresponding to 2.99% of all shares in the company. Shares could be repurchased in one or more tranches. 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. Authorization would allow a directed repurchase.

In other words, a repurchase otherwise than in proportion to the current holdings of shareholders. Shares can be purchased to be used as consideration in possible acquisitions or other arrangements that are part of the company's business to finance investments as part of the company's incentive program or to be retained, conveyed, or canceled by the company. The board of directors shall decide all other terms related to the share repurchase, and this authorization would remain in force for 18 months from the decision taken by the annual general meeting and would cancel the corresponding authorization that was granted by the annual general meeting last year.

A decision to authorize the board of directors to resolve on a share repurchase, as a directed repurchase, must be supported by at least two-thirds of the votes cast and shares represented in the meeting. In this agenda item, 97,301,539 votes were cast in favor, and this corresponds to 99.62% of the votes cast and 99.61% of shares represented in this agenda item. There were 2,236,726 votes against and 44,018 abstentions. We have clearly exceeded the required majority, and the annual general meeting has authorized the board of directors to decide upon a share repurchase as proposed by the board of directors.

We don't have any other matters to be handled. All the matters pertaining to this meeting have been covered and decided upon. The minutes of the meeting will be available to shareholders in two weeks at the company's website, as well as at the company's headquarters here in Espoo. I thank all the shareholders and any other audience who have been following this webcast. I would like to thank the company's management and personnel for arrangements and declare this annual general meeting closed.

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