Neste Oil - Notice to general meeting

Invitation to the Annual General Meeting

Neste Oil Corporation
Stock Exchange Release
3 February 2012 at 9.30 am (EET)

Invitation to the Annual General Meeting

Neste Oil Corporation's shareholders are hereby invited to the Annual General
Meeting to be held on Wednesday, 28 March 2012, beginning at 11.00 am EET, in
the Helsinki Fair Centre (South Entrance) at Messuaukio 1, Helsinki.
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 discussed and decided at the AGM:

 1. Opening of the meeting

 2. Matters of order for the meeting

 3. Selection of the examiners of the minutes and supervisors of counting the
    votes

 4. Establishing the legality of the meeting

 5. Confirmation of shareholders present and the voting list

 6. Presentation of the Financial Statements for 2011, including also the
    Consolidated Financial Statements, and the Review by the Board of Directors
    and the Auditor's Report

    - 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 deciding the payment of a
    dividend

    The Board of Directors proposes to the AGM that a dividend of EUR 0.35 per
    share shall be paid on the basis of the approved balance sheet for 2011. The
    dividend will be paid to shareholders who are included in the list of
    shareholders maintained by Euroclear Finland Oy on the record date set for
    payment of the dividend, which shall be Monday, 2 April 2012. The Board
    proposes to the AGM that payment shall be made on 11 April 2012.

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

 10. Deciding the remuneration of the members of the Board of Directors

     The AGM Nomination Board proposes to the AGM that the annual remuneration
     paid to the Chairman of the Board of Directors, the Vice Chairman, and the
     other 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 EUR 66,000 a year, the Vice Chairman EUR 49,200 a year, and other
     members EUR 35,400 a year each. In addition, an attendance payment of EUR
     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 EUR 1,200 per meeting, for members of the Board living outside Finland.

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

     The AGM Nomination Board proposes to the AGM that the number of Board
     members shall be confirmed at seven.

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

     The AGM Nomination Board proposes to the AGM that the following members of
     the current Board of Directors - Mr. Michiel Boersma, Mr. Jorma Eloranta,
     Ms. Maija-Liisa Friman, Ms. Nina Linander, Ms. Laura Raitio, Mr. Hannu
     Ryöppönen, and Mr. Markku Tapio - shall be re-elected to sit until the
     conclusion of the next AGM. The AGM Nomination Board proposes that Mr.
     Jorma Eloranta shall be elected as Chairman and that Ms. Maija-Liisa Friman
     shall be elected Vice Chairman.

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

 13. Deciding the remuneration of the Auditor

     On the recommendation of the Audit Committee, the Board proposes to the AGM
     that the Auditor's fee shall be paid as invoiced and approved by the
     Company.

 14. Selection of the Auditor

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

 15. A proposal by the State of Finland to appoint a AGM Nomination Board

     The Prime Minister's Office, which represents the State of Finland in its
     capacity as a shareholder, proposes that the AGM should appoint a
     Nomination Board to prepare proposals covering the members of the Board of
     Directors and the remuneration payable to Board members for consideration
     by the next AGM. The Nomination Board shall comprise representatives of the
     Company's three largest shareholders and shall also include, as an expert
     member, the Chairman of the Board of Directors. The right to appoint the
     shareholder representatives on the Nomination Board shall lie with the
     three shareholders holding the largest number of votes associated with all
     the Company's shares on the first 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 29 October
     2012 at the latest. The Chairman of the Company's Board of Directors shall
     convene the Nomination Board, and the Nomination Board's members shall
     appoint a Chairman from among themselves. The Nomination Board shall
     present their proposal to the Company's Board of Directors by 1 February
     prior to the AGM at the latest.

 16. Closing of the meeting


B.  AGM documents

The proposals on the agenda of the Annual General Meeting, 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 and the
Auditor's Report shall be available at the same site by the week beginning 27
February 2012. The proposals and financial statement documents mentioned above
shall also be available for consultation by shareholders as of the same date at
the Company's Head Office at Keilaranta 21, 02150 Espoo and shall also be
available for consultation at the meeting. The minutes of the meeting will be
available at the Web site referred to above from 11 April 2012 onwards.

C.  Instructions for those attending the AGM

1. Shareholders registered in the list of shareholders

Shareholders registered in the list of Company's shareholders maintained by
Euroclear Finland Oy on the record date of Friday, 16 March 2012 shall be
entitled to attend the Annual General Meeting. A shareholder with shares
registered in his or her personal Finnish book-entry account is automatically
registered in the list of Company's shareholders.

A shareholder registered in the list of Company's shareholders wishing to attend
the AGM shall make his or her wish known by 4.00 pm EET on 23 March 2012 at the
latest. Shareholders can register for the AGM:

 a. Via the Company Web site, www.nesteoil.com, following the instructions
    detailed there, or
 b. By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
 c. By fax, on +358 (0)10 458 5440, or
 d. By letter, addressed to Neste Oil Corporation, Marja Telenius, POB
    95, 00095 NESTE OIL.

When registering, shareholders should provide their name, personal
identification number, address, telephone number, and the name of a possible
assistant or proxy representative and the personal identification number of a
proxy representative. All personal data provided to Neste Oil Corporation will
only be used for the purposes of the AGM and in connection with processing the
necessary registrations relating to the meeting. Shareholders, their
representatives, or proxy representatives present at the meeting should, where
necessary, be able to prove their identity and/or authorization to represent a
shareholder.

2.  Shareholders with nominee-registered holdings

Shareholders with nominee-registered holdings are entitled to attend the AGM on
the basis of shares based on which he/she on the record date, i.e. on 16 March
2012, would be entitled to be included in the list of shareholders maintained by
Euroclear Finland Oy. Attendance also requires that these shareholders are
included temporarily in the list of shareholders maintained by Euroclear Finland
Oy by 10.00 am on 23 March 2012 at the latest. This is considered as registering
a shareholder with nominee-registered holdings to attend the AGM.

Shareholders with nominee-registered holdings are encouraged to request their
custodian bank for the necessary instructions concerning temporary registration
with the list of shareholders, issuing letters of proxy, and registering for the
meeting in good time. Account managers at custodian banks should register
shareholders with nominee-registered holdings who wish to attend the AGM and
would be entitled to be included in the list of shareholders on the basis of
shares held as mentioned above temporarily in the list of Company shareholders
by the date referred to above at the latest.

Further information can also be found at the Company's Web site,
www.nesteoil.com.

3.  Use of a proxy and authorizations

A shareholder is entitled to participate and make use of his or her rights as a
shareholder 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 in a reliable manner that he or she is
entitled to act in this capacity on behalf of a shareholder. Authorizations
shall be considered as covering one meeting only unless otherwise stated. In the
event that a shareholder is represented by more than one proxy representing
shares held in different securities accounts, each proxy should state which
shares he or she represents when registering to attend the AGM.

Originals of shareholders' letters of proxy should be sent to Neste Oil
Corporation, Marja Telenius, POB 95, 00095 NESTE OIL to reach the Company before
the last date for registration.

4.  Other instructions and information

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

The total number of shares in Neste Oil Corporation on the date of this
invitation, 2 February 2012, was 256,403,686, representing an equivalent number
of votes.

Participants can park at the Helsinki Fair Centre's car park at their own
expense.

Details on how to reach the Fair Centre by public transport can be found at the
Finnish Fair Corporation's Web site, www.finnexpo.fi.

Espoo, 2 February 2012


Neste Oil Corporation
Board of Directors

Further information: Matti Hautakangas, General Counsel, tel. +358 10 458 5350

[HUG#1582389]