Proposals of the Shareholders' Nomination Board to Neste's Annual General Meeting

Neste Corporation, Stock Exchange Release, 19 December 2025 at 12 noon (EET)

The Shareholders' Nomination Board, established through a decision of Neste Corporation's Annual General Meeting (AGM), has forwarded to the Board of Directors of the Company its proposals to the 2026 AGM. 

Board Members

The Nomination Board proposes that Pasi Laine shall be re-elected as the Chair of the Board of Directors and that John Abbott continues as the Vice Chair of the Board. In addition, the current members of the Board, Nick Elmslie, Anna Hyvönen, Just Jansz, Essimari Kairisto, Conrad Keijzer ja Sari Mannonen are proposed to be re-elected for a further term of office. 

The Nomination Board further proposes that the Board shall have nine members and that Simo Sääskilahti shall be elected as a new Board member.

All persons proposed for Board service have given their consent to serving on the Board and are considered to be independent of the Company and its shareholders. A brief presentation of the proposed new member is attached to this release. More information on the persons proposed by the Nomination Board for Board service can be found at www.neste.com.

Should one or more of the candidates proposed by the Nomination Board not be available for election to the Board of Directors for any reason, the proposed number of Board members shall be decreased accordingly, and the Nomination Board proposes that the remaining available candidates are elected in accordance with the proposal by the Nomination Board.

As regards the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM. This recommendation is based on the fact that at Neste, in line with the Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies. 

The proposal concerning the Board composition deviates from the recommendation for balanced representation of women and men set out in the Corporate Governance Code as only three out of nine members of the proposed Board are women. The Nomination Board has mapped competence requirements for candidates based on the Company's business and the Board work. Following a careful assessment, the Nomination Board has concluded that the individual nominees and the proposed Board of Directors as a whole have the best ability to respond to the requirements stemming from the Company's business and strategic objectives. The recruitment process has been based on competences identified in advance by the Nomination Board, a comprehensive candidate search by an external expert as well as several interviews of female and male candidates. Mapping of competences and candidates takes place annually, and the Nomination Board seeks during coming years to address the balance between the genders.

Board Remuneration

The Shareholders' Nomination Board concludes that the present remuneration proposal is part of a program for bringing Board remuneration to market level by 2026 as part of a long-term bringing of Board remuneration to a level comparable to those of peer companies. Through this proposal the program has been concluded.

The proposal by the Nomination Board for remuneration to be paid to the Board members for the next term is as follows (remuneration for 2025 in brackets):

Annual fees:

Board members are paid the following fixed annual fees for the term starting at the end of the 2026 AGM and ending at the end of the 2027 AGM:

• Chair: EUR 195,000 (165,000), 
• Vice Chair: EUR 98,000 (90,000),
• Chairs of the Committees EUR 98,000 (90,000) if the person does not simultaneously act as Chair or Vice Chair; and
• Members: EUR 83,000 (75,000). 

Meeting fees: 

In addition to above mentioned fixed annual fees, the Board members will be paid as follows for participation in Board or committee meetings: 

• EUR 1,000 (1,000) for meetings, or
• EUR 2,000 (2,000) for meeting, 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. No meeting fee is paid for decisions that are confirmed in writing without a meeting.
• In addition, compensation for expenses is paid in accordance with the Company's travel guidelines. 

Payment in the form of shares:

Part of the fixed annual fees will be paid in the form of shares in Neste Corporation to be purchased from the markets as follows:

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 2026. 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.

The Shareholders' Nomination Board's composition and the decision making

The Shareholders' Nomination Board was established on 9 June 2025. It comprises, in accordance with its Charter adopted by the AGM on 27 March 2024, representatives of the three largest shareholders based on the situation on the first weekday of June: Director General Maija Strandberg of the Ownership Steering Department in the Prime Minister's Office of Finland, as the Chair, and Senior Vice President, Investments Timo Sallinen of Varma Mutual Pension Insurance Company and Chief Investment Officer Annika Ekman of Ilmarinen Mutual Pension Insurance Company, as its members. Pasi Laine, the Chair of Neste's Board of Directors, acts as an expert to the Nomination Board. 

The Nomination Board made the above-mentioned proposals unanimously. These proposals will be included in the notice convening the AGM which will be announced later.

Neste Corporation

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

Further information: The Chair of the Nomination Board, Director General Maija Strandberg of the Ownership Steering Department in the Prime Minister's Office of Finland tel. + 358 50 407 8423