Neste Oyj - Company Announcement

The Board of Directors of Neste Corporation resolved on performance share plan 2017-2019 details

Neste Corporation
Stock Exchange Release
14 December 2016 at 2 am. (EET)

The Board of Directors of Neste Corporation resolved on performance share plan
2017-2019 details

The Board of Directors of Neste Corporation has decided on target group,
allocations, and performance criteria for the Performance Share Plan 2017-2019
under the long-term incentive program established in December 2015.
Approximately 100 key persons, including the members of the Neste Executive
Board (the NEB), belong to the target group of the PSP 2017-2019.

The potential reward from the performance period 2017-2019 will be based on the
Company share's relative Total Shareholder Return (TSR) and the Group's
cumulative comparable Free Cash Flow (FCF). The rewards to be paid on the basis
of the performance period 2016-2018 correspond to the value of an approximate
maximum total of 191,000 Neste Corporation shares (including also the proportion
to be paid in cash).

The lock-up period for the Performance Share Plan 2017-2019 lasts for 12 months
instead of the original 36 months. The lock-up period for the Performance Share
Plan 2016-2018 remains unchanged. The lock-up periods begin from a performance
period's reward payment. The change in the lock-up period is based on prevalent
market practice. The shares paid as reward may not be transferred during the 12-
month lock-up period. As a rule, no reward will be paid, if a key person's
employment or service ends before the reward payment. If a key person's
employment or service ends before the end of a lock-up period, the key person
must, as a rule, return the shares paid as reward back to the Company.

The potential reward from the performance period 2017-2019 will be paid partly
in Neste shares and partly in cash in 2020. The cash proportion is intended to
cover taxes and tax-related costs arising from the reward to a key person. The
combined amount of rewards to be paid under the Performance Share Plan and the
annual short-term incentive plan may not exceed 120 per cent of the key person's
gross annual fixed salary in any year.

The key persons who are members of the Neste Executive Board must hold all
shares given as reward on the basis of the entire Performance Share Plan also
after the lock-up periods, until the NEB member's shareholding in the Company in
total equals the value of such member's gross annual fixed salary. Other key
person's must hold all shares given as Performance Share Plan reward until the
total equals half of the value of such key person's gross annual fixed salary.
Such number of shares must be held as long as the key person holds a position as
a NEB member or as long as other key person's employment in a Group Company
continues.

Neste Corporation

Jorma Eloranta
Chair of the Board

Further information:
Jorma Eloranta, Chair of the Board, Tel. +358 10 458 4484
Hannele Jakosuo-Jansson, Senior Vice President, Human Resources and Safety, Tel.
+358 10 458 4688

Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates sustainable choices for the needs of
transport, businesses and consumers.  Our global range of products and services
allows customers to lower their carbon footprint by combining high-quality
renewable products and oil products to tailor-made service solutions. We are the
world's largest producer of renewable diesel refined from waste and residues,
and we are also bringing renewable solutions to the aviation and plastics
industries. We want to be a reliable partner, whose expertise, R&D and
sustainable practices are widely respected. In 2015, Neste's net sales stood at
EUR 11 billion, and we were on the Global 100 list of the 100 most sustainable
companies in the world. Read more: neste.com

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