Neste Oyj — AGM Information 2021

Mar 30, 2021

Decisions taken by Neste's Annual General Meeting

Decisions taken by Neste's Annual General Meeting

Neste Corporation, Stock Exchange Release, 30 March 2021 at 3.30 p.m. (EET)

Neste Corporation's Annual General Meeting (AGM) was held today under special
arrangement at the Company’s headquarters in Espoo. In order to prevent the
spread of the COVID-19 pandemic, the AGM was held without shareholders’ or their
proxy representatives’ presence at the venue of the meeting. Shareholders and
their proxy representatives had the possibility to participate in the meeting
and exercise their shareholder rights by voting in advance and by making counter
-proposals and presenting questions in advance.

The AGM supported all the proposals presented to the meeting and approved the
remuneration report. The AGM adopted the company's Financial Statements and
Consolidated Financial Statements for 2020 and discharged the Board of Directors
and the President & CEO from liability for 2020.

Dividend of EUR 0.80 per share to be paid in two instalments

The AGM approved the Board of Directors' proposal that a dividend of EUR 0.80
per share will be paid on the basis of the approved balance sheet for 2020. The
dividend will be paid in two instalments.

The first instalment of dividend, EUR 0.40 per share, will be paid to a
shareholder registered in the shareholders' register of the Company maintained
by Euroclear Finland Ltd on the record date for the first dividend instalment,
which shall be Thursday, 1 April 2021. The first dividend instalment will be
paid on Monday, 12 April 2021.

The second instalment of dividend, EUR 0.40 per share, will be paid to a
shareholder registered in the shareholders' register of the Company maintained
by Euroclear Finland Ltd on the record date for the second dividend instalment,
which shall be Tuesday, 5 October 2021. The second dividend instalment will be
paid on Tuesday, 12 October 2021.

The Board of Directors is authorized to set a new dividend record date and
payment date for the second instalment of the dividend, in case the rules and
regulations on the Finnish book-entry system would be changed, or otherwise so
require.

Composition and remuneration of the Board of Directors

In accordance with the proposal made by the Shareholders' Nomination Board, the
AGM confirmed the number of members of the Board of Directors at nine, following
the amendment of the Articles of Association to the effect that the maximum
number of Board members is increased from eight to ten.

The AGM decided that the following were re-elected to serve until the end of the
next AGM: Mr. Matti Kähkönen, Ms. Sonat Burman-Olsson, Mr. Nick Elmslie, Ms.
Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Ms. Johanna
Söderström and Mr. Marco Wirén. Mr. John Abbott was elected as a new member.

Mr. Matti Kähkönen was re-elected as Chair and Mr. Marco Wirén was re-elected as
Vice Chair. Board member introductions can be found at the company's web site.

The AGM decided on the remuneration to the Board as follows:

· Chair: EUR 67,900 per annum
· Vice Chair: EUR 49,600 per annum
· Member: EUR 35,700 per annum
· Chair of Audit Committee: EUR 49,600 per annum if he or she does not
simultaneously act as Chair or Vice Chair of the Board

In addition to the annual fee, members of the Board of Directors receive a
meeting fee of EUR 600 for each meeting held in the member's home country and
EUR 1,200 for each meeting held in another country, plus compensation for
expenses pertaining to the Company's travel guidelines. The meeting fee for
telephone meetings is paid according to the fee payable for meetings held in
each member's home country.

Company Auditor

In accordance with a proposal by the Board of Directors, KPMG Oy Ab, Authorized
Public Accountants, were appointed as the company's Auditor, with Authorized
Public Accountant Mrs. Virpi Halonen as the principally responsible auditor for
Neste Corporation, until the end of the next AGM. Payment for their services
shall be made in accordance with their invoice approved by the Company.

Authorizing the Board of Directors to decide the buyback of Company shares

Under this buyback authorization, the Board shall be authorized to decide the
purchase of and/or take as security a maximum of 23,000,000 Company shares using
the Company's unrestricted equity. The number of shares shall be equivalent to
approximately 2.99% of the Company's total shares.

Shares may be purchased in one or more lots. The purchase price shall be at
least the lowest price paid for Company shares in regulated trading at the time
of purchase and no more than the highest price paid for Company shares in
regulated trading at the time of purchase. In connection with the buyback of
Company shares, derivative, share lending, or other agreements that are normal
within the framework of capital markets may take place in accordance with
legislative and regulatory requirements and at a price determined by the market.
The authorization shall allow the Board to decide to purchase shares otherwise
than in proportion to shareholders' current holdings (directed buyback).

Shares so purchased can be used as consideration in possible acquisitions or in
other arrangements that are part of the Company's business, to finance
investments, as part of the Company's incentive program, or be retained,
conveyed, or cancelled by the Company.

The Board of Directors shall decide the other terms related to the buyback of
Company shares. The buyback authorization shall remain in force for eighteen
(18) months from the decision taken by the AGM. The authorization is proposed to
revoke the buyback authorization granted to the Board of Directors by the AGM on
18 May 2020.

Amendments to the Articles of Association

The AGM approved the Board’s proposal to amend the Company’s Articles of
Association as follows:

Article 4 concerning the Board of Directors will be amended so that the maximum
number of the members of the Board of Directors will be increased from eight (8)
to ten (10) members. Following the amendment and as Article 4 otherwise remains
unchanged, the first paragraph of Article 4 will in its entirety read as
follows:

”The Company has a Board of Directors, consisting of at least five (5) and no
more than ten (10) members.”

Article 9 concerning the Auditors will be amended so that it corresponds to the
terminology in the existing legislation on auditing as regards wording.
Following the amendment and as Article 9 otherwise remains unchanged, the first
paragraph of Article 9 will in its entirety read as follows:

“One Authorized Public Accountants Organization shall be elected as the
Company’s auditor. The auditor shall designate an Authorized Public Accountant
having principal responsibility.”

The last sentence of the first paragraph of Article 10 concerning the notice to
the General Meeting of Shareholders will be amended so that information about
the time and location of the General Meeting as well as the address of the
Company’s web site may be published in one or more newspapers if the Board of
Directors so decides. As a result of the amendment, it will not be necessary to
publish the abovementioned information in one or more newspapers (nor within the
same period of time with the AGM notice), but the power of decision in the
matter will be vested in the Board of Directors.

Following the amendment and as Article 10 otherwise remains unchanged, the first
paragraph of Article 10 will in its entirety read as follows:

”Notices convening a General Meeting of Shareholders are issued by the Board of
Directors. Notices shall be delivered by publishing them on the Company's
website no earlier than two (2) months and no later than three (3) weeks prior
to a meeting and at least nine (9) days prior to the record date set for the
meeting. In addition, the Company may, if the Board of Directors decides so,
publish details on the date and time and location of the meeting, together with
the address of the Company's website, in one or more newspapers.”

Due to changes in legislation, the second paragraph of Article 11 concerning
Annual General Meeting of Shareholders will be amended so that, in addition to
the matters to be resolved on in the Annual General Meeting of Shareholders in
accordance with the second paragraph of Article 11 of the current Articles of
Association, the Annual General Meeting shall, if necessary, resolve on approval
of the remuneration policy (a new subsection 6 of the amended second paragraph
of Article 11) and approval of the remuneration report (a new subsection 7 of
the amended second paragraph of Article 11). Further, following the
abovementioned amendments, the numbering of the current subsections 6–9 of the
second paragraph of Article 11 will be amended so that these subsections will be
subsections 8–11 of the second paragraph of Article 11 going forward. Following
the amendments and as Article 11 otherwise remains unchanged, the second
paragraph of Article 11 will in its entirety read as follows:

”The following shall be presented at the Annual General Meeting of Shareholders:

1. the Financial Statements, which also include the Consolidated Financial
   Statements, and the Review by the Board of Directors;
2. The Auditor’s Report;
   The following matters resolved:
3. the adoption of the Financial Statements, including also the adoption of the
   Consolidated Financial Statements;
4. the distribution of the profit shown in the Balance Sheet;
5. discharging the members of the Board of Directors, and the President and CEO
   from liability;
6. if necessary, the approval of the Remuneration Policy;
7. the approval of the Remuneration Report;
8. the remuneration to be paid to the members of the Board of Directors, and the
   auditor;
9. the number of members of the Board of Directors;
   And the following persons elected:
10. the Chairman, Vice Chairman, and the members of the Board of Directors; and
11. the Auditor.”

Availability of the minutes for review

The minutes of the AGM will be available at neste.com from 13 April 2021 onwards
at the latest.

Neste Corporation

Susanna Sieppi
Vice President, Communications
Further information: Christian Ståhlberg, General Counsel. Please contact
Neste’s media service, tel. +358 50 458 5076 / media@neste.com (weekdays from
8.30 a.m. to 4.00 p.m. EET).

Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change
and accelerating a shift to a circular economy. We refine waste, residues and
innovative raw materials into renewable fuels and sustainable feedstock for
plastics and other materials. We are the world’s leading producer of renewable
diesel and sustainable aviation fuel, developing chemical recycling to combat
the plastic waste challenge. We aim at helping customers to reduce greenhouse
gas emissions with our renewable and circular solutions by at least 20 million
tons annually by 2030. As a technologically advanced refiner of high-quality oil
products with a commitment to reach carbon-neutral production by 2035, we are
also introducing renewable and recycled raw materials such as waste plastic as
refinery raw materials. We have consistently been included in the Dow Jones
Sustainability Indices and the Global 100 list of the world’s most sustainable
companies. In 2020, Neste's revenue stood at EUR 11.8 billion, with 94% of the
company’s comparable operating profit coming from renewable products. Read more:
neste.com (http://www.neste.com/en)