Neste Oil - Notice to general meeting

Invitation to the Annual General Meeting

Neste Oil Corporation's shareholders are hereby invited to the Annual
General Meeting to be held on Friday, 3 April 2009, beginning at
11.00 am EET, in the Congress Wing of the Helsinki Fair Centre at
Messuaukio 1, Helsinki, Finland. Registration and the distribution of
voting papers will begin at 10.00 am.

A. Matters to be discussed and the agenda

The following matters will be presented at the AGM:

1. Opening of the meeting

2. Matters of order for the meeting

3. Selection of the examiners of the minutes and ballots

4. Establishing that the meeting is competent and forms a quorum

5. Confirmation of shareholders present and the voting list

6. Presentation of the Financial Statements for 2008, including also
the Consolidated
Financial Statements, the Review by the Board of Directors, the
Auditor's Report, and the
Statement of the Supervisory Board
            - Review by the President & CEO

7. Adoption of the Financial Statements including also the adoption
of the Consolidated
Financial Statements

8. Use of the profit shown in the Balance Sheet and the payment of a
dividend

The Board of Directors will propose to the AGM that a dividend of
€0.80 per share shall be paid on the basis of the approved balance
sheet for 2008. This will be paid to all shareholders in the list of
shareholders maintained by Euroclear Finland Oy (previously known as
the Finnish Central Securities Depository) on the record date set for
payment of the dividend, which shall be Wednesday 8 April 2009. The
Board will propose that payment shall be made on Friday 17 April
2009.

9. Discharge of the members of the Supervisory Board and the Board of
Directors, and the
President & CEO from liability

10. Deciding the remuneration to be paid to the members of the
Supervisory Board

11. Deciding the number of members of the Supervisory Board

12. Election of the Chairman, the Vice Chairman, and the members of
the Supervisory Board

13. Deciding the remuneration of the Board of Directors

The Nomination Committee will propose to the AGM that the annual
remuneration paid to the Chairman of the Board of Directors, the Vice
Chairman, and Board members for the term of office lasting until the
conclusion of the next AGM shall remain unchanged, in other words
that the Chairman shall receive €66,000 a year, the Vice Chairman
€49,200 a year, and other members €35,400 a year each. In addition,
an attendance payment of €600 per meeting shall be made to Board
members attending meetings of the Board and its committees, and
members' expenses reimbursed in accordance with the Company's travel
policy. The attendance payment shall be doubled, to €1,200 per
meeting, for members of the Board living outside Finland.

14. Deciding the number of members of the Board of Directors

The Nomination Committee will propose to the AGM that the number of
Board members shall be confirmed at eight.

15. Election of the Chairman, Vice Chairman, and members of the Board
of Directors

The Nomination Committee will propose to the AGM that the following
members of the existing Board of Directors, Timo Peltola, Mikael von
Frenckell, Michiel Boersma, Ainomaija Haarla, Nina Linander, Markku
Tapio, and Maarit Toivanen-Koivisto, shall be re-elected to sit until
the next AGM and that Hannu Ryöppönen shall be elected as a new
member. The Nomination Committee will propose that Mr. Timo Peltola
shall continue as Chairman and that Mr. Mikael von Frenckell shall
continue as Vice Chairman.

All information of relevance regarding the individuals proposed with
respect to their serving on the Board can be found at the Company's
Web site at www.nesteoil.com.

16. Deciding the remuneration paid to the Auditor

The Board will propose, on the recommendation of the Audit Committee,
that the Auditor's costs be paid as invoiced and approved by the
Company.

17. Selection of the Company's Auditor

The Board will propose, on the recommendation of the Audit Committee,
that the AGM should re-select Ernst & Young Oy as the Company's
Auditor, with Anna-Maija Simola, Authorized Public Accountant, as the
main responsible Auditor. The Auditor's term of office shall end at
the conclusion of the next AGM.


18. A proposal by the State of Finland to appoint a Nomination
Committee

The Prime Minister's Office, which represents the State of Finland in
its capacity as a shareholder, will propose that the AGM should
appoint a Nomination Committee to prepare proposals covering the
members of the Board of Directors and the remuneration payable to
Board members for consideration by the following AGM. The Nomination
Committee shall comprise representatives of the Company's three
largest shareholders and shall also include, as expert members, the
Chairman of the Board, together with one member elected by the Board
from among its members unaffiliated with any of the Company's major
shareholders. The right to appoint the shareholder representatives on
the Committee shall lie with the three shareholders holding the
largest number of votes associated with all the Company's shares on
the second day of November preceding the AGM. In the event that a
shareholder does not wish to exercise his right to appoint a member,
this right shall be transferred to the next largest shareholder. The
Company's largest shareholders shall be determined on the basis of
ownership information registered with the book-entry securities
system, with the proviso that the holdings of a shareholder, held in
a number of separate funds, for example, and who is required under
the Securities Markets Act, as part of the flagging requirement, to
notify the authorities of changes in the size of his holdings, shall
be combined and treated as a single holding if the shareholder
concerned informs the Company's Board of Directors of his wish that
this should be done in writing by 30 October 2009 at the latest. The
Chairman of the Company's Board of Directors shall convene the
Committee, and the Committee's members shall appoint a Chairman from
among themselves. The Nomination Committee shall present their
proposal to the Company's Board of Directors by 1 February prior to
the AGM at the latest.

19. Consideration of a proposal by shareholder Matti Liimatainen
calling for an end to the use
of palm oil

The content of this proposal can be consulted at the Company's Web
site: www.nesteoil.com.

20. Closing of the meeting.


B.  AGM documents

The proposals to be put to the Annual General Meeting detailed above,
together with this invitation, shall be available for consultation at
Neste Oil Corporation's Web site at www.nesteoil.com. Neste Oil
Corporation's Annual Report, containing the Company's Financial
Statements, Review by the Board of Directors, Auditor's Report, and a
Statement by the Supervisory Board, shall be available at the site
referred to above by the week beginning 2 March 2009 at the latest.
The documents mentioned above shall also be available for
consultation by shareholders from 2 March 2009 onwards at the
Company's Head Office at Keilaranta 21, 02150 Espoo, and shall also
be available for consultation at the meeting. Copies of these
documents will be sent to shareholders requesting them. The minutes
of the meeting will be available on the Internet at the site referred
to above from 17 April 2009 onwards.


C. Instructions for those attending the AGM

1. Entitlement to attend and registration

All shareholders included in the list of Company shareholders
maintained by Euroclear Finland Oy (previously known as the Finnish
Central Securities Depository) on the record date of Tuesday, 24
March 2009 shall be entitled to attend the Annual General Meeting.
Shareholders with shares registered in his or her own account are
automatically registered in the list of Company shareholders.

Shareholders wanting to attend the AGM should make their wish known
by 4.00 pm EET on 27 March 2009 at the latest. Registrations will be
processed from 16 February 2009 onwards. Shareholders can register
for the AGM:

- Via the Company Web site, www.nesteoil.com, following the
instructions detailed there, or
- By e-mail, to nesteoil.yhtiokokous@yhteyspalvelut.elisa.fi, or
- By phone, on +358 10 458 9595 (Monday-Friday, 7.30 am - 6.00 pm
EET), or
- By letter, addressed to Neste Oil Corporation, Marja Telenius, POB
95, 00095 NESTE OIL,
  Finland

When registering, shareholders should provide their name, social
security number, address, telephone number, and the name of anyone
assisting them. Personal information provided to Neste Oil
Corporation will only be used for the purposes of the AGM and
registration at the meeting.

Shareholders at the Annual General Meeting shall be entitled under
Section 5, subsection 25 of the Companies Act to pose questions to
the meeting on the matters listed in the agenda.


2. Use of a proxy

Shareholders are entitled to participate and make use of their rights
as shareholders at the Annual General Meeting by proxy.

A person holding a shareholder's proxy should be in possession of a
dated letter of proxy or otherwise be able to show that he or she is
entitled to act in this capacity on behalf of a shareholder.

Originals of letters of proxy should be sent where appropriate to
Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL,
Finland to reach the company before the end of registration.


3. Shareholders with nominee-registered holdings

Shareholders with nominee-registered holdings who wish to attend the
AGM should ensure that they are included in the list of Company
shareholders on the record date set for the AGM, which will be 24
March 2009.

Shareholders with nominee-registered holdings are encouraged to
request their trustees for the necessary instructions concerning
registration with the list of shareholders, letters of proxy, and
registration at the meeting. Further information can also be found at
the Company's Web site, www.nesteoil.com.


4.  Additional information

The total number of shares and votes in Neste Oil Corporation was
256,403,686 as of the date of this invitation, 4 February 2009.


Espoo, 4 February 2009

Neste Oil Corporation
Board of Directors



Neste Oil in brief

Neste Oil Corporation is a refining and marketing company
concentrating on low-emission, high-quality traffic fuels. The
company's strategy is based on growing both its oil refining and
premium-quality renewable diesel businesses. Neste Oil's refineries
are located in Porvoo and Naantali and have a combined crude oil
refining capacity of approx. 260,000 barrels a day. The company had
net sales of EUR 15 billion in 2008 and employs around 5,200 people.
Neste Oil's share is listed on the NASDAQ OMX Helsinki.
www.nesteoil.com.