2017-02-07 08:30:09 CET

2017-02-07 08:30:09 CET


REGULATED INFORMATION

Finnish English
Neste Oyj - Notice to general meeting

Invitation to the Annual General Meeting


Neste Corporation
Stock Exchange Release
7 February 2017 at 9.30 am. (EET)

Invitation to the Annual General Meeting

Neste Corporation's shareholders are hereby invited to the Annual General
Meeting to be held on Wednesday, 5 April 2017, 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 of 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 2016, 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 1.30 per share
should be paid on the basis of the approved balance sheet for 2016. 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, 7 April 2017. The Board proposes to the AGM
that payment shall be made on 18 April 2017.

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
shall 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.

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 eight.

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. Laura Raitio, Mr. Jean-Baptiste Renard, Mr.
Willem Schoeber and Mr. Marco Wirén shall be re-elected, and that the following
new members - Mr. Matti Kähkönen, Ms. Martina Flöel and Ms. Heike van de Kerkhof
- shall be elected, to sit until the conclusion of the next AGM. The
Shareholders' Nomination Board proposes that Mr. Jorma Eloranta continue as
Chair and Mr. Matti Kähkönen shall be elected as Vice Chair.

All relevant information regarding the individuals above can be found at the
Company's Web site, http://www.neste.com/en.

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. Closing of the meeting

B.  AGM documents

The proposals included in the agenda of the AGM, together with this invitation,
shall be available for consultation at Neste Corporation's Web site at
www.neste.com/en. 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 15 March 2017 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 Web site referred to above from 19 April 2017 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 Friday, 24 March 2017 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 30 March 2017
at the latest. Shareholders can register for the AGM:
 a. Via Neste Corporation's Web site www.neste.com/investors, 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, POB 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 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. 24 March 2017, 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 31 March 2017 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 in the list of Company shareholders on a
temporary basis by the date referred to above at the latest.

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

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 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 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 Corporation on the date of this invitation,
6 February 2017, 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, 6 February 2017

Neste Corporation
Board of Directors


Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates sustainable choices for the needs of
transport, businesses and consumers. Our global range of products and services
allows customers to lower their carbon footprint by combining high-quality
renewable products and oil products to tailor-made service solutions. We are the
world's largest producer of renewable diesel refined from waste and residues,
and we are also bringing renewable solutions to the aviation and plastics
industries. We want to be a reliable partner, whose expertise, R&D and
sustainable practices are widely respected. In 2016, Neste's net sales stood at
EUR 11.7 billion, and we were on the Global 100 list of the 100 most sustainable
companies in the world. Read more: neste.com/en

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