Neste Oil - Notice to general meeting

Invitation to the Annual General Meeting

NesNeste Oil Corporation
Stock Exchange Release
4 February 2011 at 2.30 pm (EET)

Invitation to the Annual General Meeting

Neste Oil Corporation's shareholders are hereby invited to the Annual General
Meeting to be held on Thursday, 14 April 2011, beginning at 11.00 am EET, in the
Congress Wing of the Helsinki Fair Centre 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 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 2010, including also the
Consolidated Financial Statements, and 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 deciding the payment of a
dividend

The Board of Directors will propose to the AGM that a dividend of EUR 0,35 per
share shall be paid on the basis of the approved balance sheet for 2010. This
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 Tuesday, 19 April 2011. The Board will propose to the
AGM that payment shall be made on Thursday, 28 April 2011.

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 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, Vice Chairman, and members of the Supervisory
Board

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

The AGM Nomination Committee will propose 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.

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

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

16. Deciding the remuneration of the Auditor

On the recommendation of the Audit Committee, the Board will propose to the AGM
that the Auditor's costs shall 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, Authorized Public Accountants, as the
Company's Auditor, with Anna-Maija Simola, Authorized Public Accountant, as Lead
Auditor. The Auditor's term of office shall end at the conclusion of the next
AGM.

18. Proposals by the State of Finland and the Finnish Shareholders Association
to abolish the Supervisory Board and amend the Company's Articles of Association
accordingly

The State of Finland and the Finnish Shareholders Association, in their capacity
as shareholders, will propose to the AGM that the Supervisory Board should be
abolished and that the Company's Articles of Association should be amended to
reflect this, removing Section 4 and Items 3, 8, and 10 of Subsection 2 of
Section 12 in their entirety and removing or amending those parts of Items 6 and
7 and Section 6 relating or referring to the Supervisory Board, and renumbering
the Articles of Association accordingly.

19. 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, will propose 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 following
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 28 October 2011 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.

20. Closing of the meeting


B.  AGM documents

The proposals to be put to 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, Auditor's
Report, and a Statement by the Supervisory Board, shall be available at the same
site by the week beginning 7 March 2011. The proposals and financial statement
documents mentioned above shall be available for consultation by shareholders as
of the same date at the Company's Head Office at Keilaranta 21, 02150 Espoo and
shall be available for consultation at the meeting. Copies of these documents,
together this invitation, will be sent to shareholders on request. The minutes
of the meeting will be available at the Web site referred to above from 28 April
2011 onwards.

C.  Instructions for those attending the AGM

1. Shareholders registered in the list of shareholders

Shareholders registered in the list of Company shareholders maintained by
Euroclear Finland Oy on the record date of Monday, 4 April 2011 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 shareholders.

A shareholder registered in the list of Company shareholders wanting to attend
the AGM should make his or her wish known by 4.00 pm EET on 11 April 2011 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 e-mail, vianesteoil.yhtiokokous@yhteyspalvelut.elisa.fi, or
c. By phone, on +358 (0)10 458 9595 (Monday-Friday, 7.30 am - 6.00 pm EET), or
d. By fax, on +358 (0)10 458 5440, or
e. 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 4 April
2011, 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 11 April 2011 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 registration with the
temporary list of shareholders, issuing letters of proxy, and registering for
the meeting in good time. Account managers of the 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, into the temporary list of shareholders
of the Company 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 end of 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, 4 February 2011, 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, 4 February 2011


Neste Oil Corporation
Board of Directors


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


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