2016-02-04 08:30:38 CET

2016-02-04 08:30:38 CET


REGULATED INFORMATION

Finnish English
Neste Oyj - Notice to general meeting

Invitation to the Annual General Meeting


Neste Corporation
Stock Exchange Release
4 February 2016 at 9.30 am. (EET)

Invitation to the Annual General Meeting

Neste Corporation's shareholders are hereby invited to the Annual General
Meeting (AGM) to be held on Wednesday, 30 March 2016, beginning at 1.00 pm EET,
in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki.
Registration and the distribution of voting papers will begin at 12.00 noon EET.

A.  Matters to be discussed and the agenda

The following matters will be discussed and decided at the AGM:

1. Opening the meeting

2. Matters of order for the meeting

3. Selection of the examiners of the minutes and the supervisors for 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 2015, including also the
Consolidated Financial Statements, 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 1.00 per share
should be paid on the basis of the approved balance sheet for 2015. The dividend
will be paid to shareholders who are included in the list of shareholders
maintained by Euroclear Finland Ltd. on the record date set for payment of the
dividend, which shall be Friday, 1 April 2016. The Board proposes to the AGM
that payment is made on 8 April 2016.

9. Discharging the members of the Board of Directors and the President & CEO
from liability

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

The Shareholders' Nomination Board proposes to the AGM that the annual
remuneration paid to the Chair of the Board of Directors, the Vice Chair, and
the other members of the Board for their term of office lasting until the
conclusion of the next AGM shall remain unchanged, in other words that the Chair
will receive EUR 66,000 a year, the Vice Chair EUR 49,200 a year, and other
members EUR 35,400 a year each. In addition, members of the Board of Directors
would receive an attendance payment of EUR 600 for each Board or Committee
meeting held in the member's home country and 1,200 EUR for each Board or
Committee meeting held in another country, plus compensation for expenses in
accordance with the Company's travel policy. The meeting fee for telephone
meetings will be paid according to the fee payable for meetings held in each
member's home country.

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

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

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

The Shareholders' Nomination Board proposes to the AGM that the following
members Mr. Jorma Eloranta, Ms. Maija-Liisa Friman, Ms. Laura Raitio, Mr Jean-
Baptiste Renard, Mr Willem Schoeber, Ms. Kirsi Sormunen and Marco Wirén be re-
elected to sit until the conclusion of the next AGM.  The Shareholders'
Nomination Board proposes that Mr. Jorma Eloranta continue as Chair and Ms.
Maija-Liisa Friman as Vice Chair. All the above individuals have given their
consent to the duties mentioned, and all information relevant to their work on
the Board of Directors related to the nominated candidates is presented on the
company website, www.neste.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 select PricewaterhouseCoopers Oy, Authorized Public Accountants, as the
Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint
Mr. Markku Katajisto, Authorized Public Accountant, as the principally
responsible auditor for Neste Corporation.  The Auditor's term of office shall
end at the conclusion of the next AGM.

15. Authorization the Board of Directors to decide on donations

The Board proposes that the Annual General Meeting authorizes the Board to
decide on donations in the aggregate maximum amount of EUR 1,500,000 to be given
to universities and higher education institutions. The donations can be made in
one or more installments.  The Board may decide on the donation beneficiaries
and the amount of each donation.  The authorization shall be in force until the
closing of the next Annual General Meeting.

16. Closing of the meeting

B. AGM documents

The proposals included in the agenda of the AGM, together with this invitation,
are available for consultation at Neste Corporation's website at www.neste.com.
Neste Corporation's Annual Report, containing the Company's Financial
Statements, the Review by the Board of Directors, and the Auditor's Report shall
be available at the same site on 9 March 2016 at the latest. The proposals and
financial statement documents referred to 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 be available for consultation at the
meeting. Copies of these documents, together with this invitation, will be sent
on request to shareholders.  The minutes of the meeting will be available at the
website referred to above from 13 April 2016 onwards.

C.  Instructions for those attending the AGM

1. Shareholders registered in the list of shareholders

Shareholders registered in the list of the company's shareholders maintained by
Euroclear Finland Ltd. on the record date of Wednesday, 16 March 2016 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 the company's shareholders wishing to
attend the AGM shall make his or her wish known by 4.00 pm EET on 23 March 2016
at the latest. Shareholders can register for the AGM:

a) On Neste Corporation's website www.neste.com, by following the instructions
detailed therein, 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 Corporation, Annual General Meeting, P.O. Box
95, FI-00095 NESTE

When registering, shareholders should provide their name, social security
number, address, telephone number, and the name of a possible assistant or proxy
representative and the social security number of a proxy representative.  All
personal data provided to Neste Corporation by the shareholders 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 required, 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 held on the record date, i.e. 16 March 2016, that would
entitle them to be included in the list of shareholders maintained by Euroclear
Finland Ltd.  Attendance also requires that these shareholders are included
temporarily in the list of shareholders maintained by Euroclear Finland Ltd. by
10.00 am EET on 23 March 2016 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 well in advance. 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 in the list of company shareholders on a
temporary basis by the date referred to above at the latest.

Further information is also available at the company's website, www.neste.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 are
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 Corporation,
Annual General Meeting, POB 95, FI-00095 NESTE to reach the company before the
last date for registration.

4. Other instructions and information

Shareholders attending the Annual General Meeting are 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 Corporation on the date of this invitation,
3 February 2016, was 256,403,686, representing an equivalent number of votes.

AGM participants can park at the Helsinki Fair Centre's car park. Parking is
paid at the ticket machines located in the parking areas.

The company will serve coffee to the AGM participants.

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



Espoo, 3 February 2016

Neste Corporation

Board of Directors



Neste in brief

Neste is a pioneer in oil refining and renewable solutions. We provide our
customers with premium-quality products for cleaner traffic and industrial
products based on world-class research. We are the world's leading producer of
renewable diesel, and our annual production capacity is more than 2 million
tons. We also are the world's largest company providing renewable fuel from
waste and residues. Our sustainable operations have received recognition in the
Dow Jones Sustainability World Index and the Global 100 list of the world's most
sustainable companies, among others. Our net sales for 2015 amounted to
approximately EUR 11 billion, and our shares are listed on NASDAQ Helsinki.
Cleaner traffic, energy and life are moved forward by about 5,000 professionals.
More information: neste.com/en


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