The Member of Neste’s Board of Directors is not standing for re-election at the 2023 AGM and is updating the AGM notice

Neste Corporation, stock exchange announcement, March 10, 2023, 8 a.m. (EET)

Martina Flöel, a member of the Board of Directors of Neste Corporation, has announced that she will not stand for re-election at the Annual General Meeting (AGM) of March 28, 2023. This is due to a potential conflict of interest in relation to Flöel’s other commitments that arose following the proposal of Neste’s Shareholder Nominations Committee.

According to the stock exchange announcement published on January 27, 2023, the nomination committee had proposed re-electing Flöel as a member of the board of directors and that the board of directors should consist of ten members. After Flöel’s announcement, the nomination council decided to uphold the rest of its proposal. This means that, according to the nomination committee’s proposal, the Executive Board should have nine instead of ten members.

“Martina Flöel was elected to the Neste Board of Directors in 2017. I would like to thank Martina for her excellent work for Neste and her strong contribution as a board member,” says Matti Kähkönen, Neste CEO.

The Board of Directors of Neste, at the request of the Nomination Board, has decided to update items 12 and 13 of the Invitation to the Annual General Meeting published as a stock market announcement on February 8, 2023 as follows:

“12. Decision on the number of members of the Board of Directors

The Nominating Committee proposes that the Board should have nine members.

13. Election of the chairman, the deputy chairman and the members of the board

The Nominations Committee proposes to re-elect Matti Kähkönen as Chairman of the Board. In addition, current board members John Abbott, Nick Elmslie, Just Jansz, Jari Rosendal, Eeva Sipilä and Johanna Söderström will be proposed for re-election to a further term. The Nominations Committee proposes that Eeva Sipilä be elected Vice-Chair of the Board of Directors.

The Nominating Committee also proposes to elect Heikki Malinen and Kimmo Viertola as new members.

Of the current board members, Marco Wirén, who has been a board member of the company since 2015, and Martina Flöel, who has been a board member of the company since 2017, have announced that they will not stand for re-election. election for the next term of office.

All persons proposed for board activity have given their consent to serve on the board and are deemed to be independent of the company and its main shareholders, with the exception of Director General Kimmo Viertola from the Ownership Steering Department in the Office of the Prime Minister of Finland, who due to his employment/service relationship is not independent of the main shareholder of the company (the State of Finland). For more information on the nominees proposed by the Nominating Council for the Board of Directors, please visit www.neste.com.

With regard to the selection process for the members of the Board of Directors, the Shareholder Election Council recommends that the shareholders comment on the proposal as a whole at the Annual General Meeting. This recommendation is based on the fact that at Neste, according to the Nordic governance model, the shareholder nomination body is separated from the board of directors. The nominating committee not only ensures that each nominee has the necessary qualifications for membership of the Board, but is also responsible for ensuring that the proposed Board as a whole has the best possible expertise and experience for the Company, namely the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.”

The invitation to the Annual General Meeting, updated in accordance with the amended proposals of the Nominations Council (items 12 and 13), is attached to this notice. Otherwise, the invitation to the Annual General Meeting as published on February 8, 2023 remains the same.

Neste Corporation

Susanne Sieppi
Vice President, Communications

Further information: Matti Kähkönen, Chairman of the Board of Directors, Neste.
Please contact Neste’s media service, Tel. +358 800 94025 / media@neste.com (weekdays from 8.30 a.m. to 4 p.m. EET).

Attachment: Invitation to the Annual General Meeting

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Neste (NESTE, Nasdaq Helsinki) develops solutions to combat climate change and accelerate the transition to a circular economy. We refine waste, residues and innovative raw materials into renewable fuels and sustainable raw materials for plastics and other materials. We are the world’s leading producer of sustainable aviation fuel and renewable diesel, developing chemical recycling to tackle the plastic waste problem. Our goal is to help customers reduce their greenhouse gas emissions by at least 20 million tons annually by 2030 with our renewable and circular solutions. Our goal is to make the Porvoo oil refinery in Finland the most sustainable refinery in Europe by 2030. We present renewable and recycled raw materials such as liquefied plastic waste as refinery raw materials. We are committed to achieving carbon neutral production by 2035 and we will reduce the carbon emissions intensity of the products sold by 50% by 2040. We have also set high standards for biodiversity, human rights and supply chain. We have been regularly included in the Dow Jones Sustainability Indexes and the Global 100 list of the world’s most sustainable companies. In 2022, Neste’s turnover amounted to 25.7 billion euros. Read more: neste.com

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