Neste Oyj - Company Announcement

The Board of Directors of Neste Corporation resolved on key personnel long-term incentive

Neste Corporation
Stock Exchange Release
15 December 2015 at 09.00 am (EET)



The Board of Directors of Neste Corporation resolved on key personnel long-term
incentive

The Board of Directors of Neste Corporation has resolved to establish a new
long-term incentive directed to the Group key personnel (the LTI). The aim of
the LTI is to align the objectives of the shareholders and the key personnel in
order to increase the value of the Company in the long-term, to retain the key
personnel in the Company, and to offer them a competitive and fair reward plan
based on earning and accumulating the Company's shares.

The LTI program consists of three performance share plans, PSP 2016-2018, PSP
2017-2019 and PSP 2018-2020, each with a three-year performance period and a 36-
month lock-up period commencing from a performance period's reward payment. The
Board has decided on target group, allocations, and performance criteria for the
PSP 2016-2018.

Approximately 100 key persons, including the members of the Neste Executive
Board (the NEB), belong to the target group of the PSP 2016-2018.

The potential reward from the performance period 2016-2018 will be based on the
the Group's cumulative comparable Free Cash Flow (FCF) and the Company share's
relative Total Shareholder Return (TSR). The rewards to be paid on the basis of
the performance period 2016-2018 correspond to the value of an approximate
maximum total of 273,000 Neste Corporation shares (including also the proportion
to be paid in cash).

The potential reward from the performance period 2016-2018 will be paid partly
in Neste shares and partly in cash in 2019. The cash proportion is intended to
cover taxes and tax-related costs arising from the reward to a key person. The
shares paid as reward may not be transferred during the 36-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 combined amount of rewards to be paid under the LTI 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 must hold all shares given as reward on the basis of the entire
LTI 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,
and other key person's shareholding in the Company in 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 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. 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 2014
amounted to approximately EUR 15 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


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