Neste Oyj — AGM Information 2022

Jan 28, 2022

Proposals of the Shareholders’ Nomination Board to Neste’s Annual General Meeting

Proposals of the Shareholders’ Nomination Board to Neste’s Annual General Meeting

Neste Corporation, Stock Exchange Release, 28 January 2022 at 9 a.m. (EET)
The Shareholders' Nomination Board, established by Neste Corporation's Annual
General Meeting (AGM) on 4 April 2013, has forwarded to the Board of Directors
of the Company its proposals to the 2022 AGM.

Board Members

The Nomination Board proposes that Matti Kähkönen shall be re-elected as the
Chair of the Board of Directors. In addition, the current members of the Board,
John Abbott, Nick Elmslie, Martina Flöel, Jari Rosendal, Johanna Söderström and
Marco Wirén are proposed to be re-elected for a further term of office. The
Nomination Board proposes that Marco Wirén shall be re-elected as the Vice Chair
of the Board.
Further, the Nomination Board proposes that the Board shall have nine members
and that Just Jansz and Eeva Sipilä shall be elected as new members.

All persons proposed for Board service have given their consent to serving on
the Board and are considered to be independent of the Company and its major
shareholders. A brief presentation of the proposed new members is attached to
this release. More information on the persons proposed by the Nomination Board
for Board service can be found at
www.neste.com (https://www.neste.com/investors/corporate-governance/board
-directors#474af698).

As regards the selection procedure for the members of the Board of Directors,
the Shareholders’ Nomination Board recommends that shareholders take a position
on the proposal as a whole at the AGM. This recommendation is based on the fact
that at Neste, in line with the Nordic governance model, the Shareholders'
Nomination Board is separate from the Board of Directors. The Shareholders’
Nomination Board, in addition to ensuring that individual nominees for
membership of the Board of Directors possess the required competences, is also
responsible for making sure that the proposed Board of Directors as a whole also
has the best possible expertise and experience for the Company and that the
composition of the Board of Directors also meets other requirements of the
Finnish Corporate Governance Code for listed companies.

Jean-Baptiste Renard, who has been a Board member of the Company as of 2014,
will leave the Board at the end of the AGM. “Jean-Baptiste’s long time
contribution at the Board and its committees has been strong and valuable. I
wish to warmly thank him for the work done for Neste,” says Mr. Kimmo Viertola,
Chair of the Nomination Board.

“According to the assessment by the Nomination Board, the proposed new members
strengthen the knowledge and experience relevant for the Company’s international
business environment and new business opportunities,” continues Viertola.

Board Remuneration

“The remuneration paid to Neste Board members was increased in 2008 and a
smaller adjustment was made in 2020. The Nomination Board has reviewed the Board
remuneration, and the State of Finland has a year ago committed to support at
the AGMs unanimous proposals by the Nomination Board. This is intended to
support favorable value creation for the State and all shareholders in a
sustainable manner,” says Viertola.

The Nomination Board concludes that the present proposal is part of a program
for bringing Board remuneration to a level comparable to those of peer
companies. The Nomination Board annually brings proposals to this effect to the
AGM in accordance with the Charter of the Nomination Board.

The proposal by the Nomination Board for remuneration to be paid to the Board
members for the next term is as follows (remuneration for 2021 in brackets):

Annual fees:

The Board members are paid the following fixed annual fees for the term starting
at the end of the 2022 AGM and ending at the end of the 2023 AGM:

· Chair: EUR 78,100 (67,900),
· Vice Chair: EUR 54,400 (49,600),
· Chair of Audit Committee: EUR 54,400 (49,600) if he or she does not
simultaneously act as Chair or Vice Chair of the Board, and
· Member: EUR 37,900 (35,700).

Committee fees:

In addition to the above-mentioned fixed annual fees, the following annual fees
for committee work will be paid as a new element:

· other members of the Audit Committee than its Chair will, for such position,
be paid EUR 3,000,
· the Chair of the Personnel and Remuneration Committee will, for such
position, be paid EUR 5,000, and its members will, for such position, be paid
EUR 2,000, and
· the Chair of another committee established based on Board decision will, for
such position, be paid EUR 5,000, and its members will, for such position, be
paid EUR 2,000.

Meeting fees:

In addition to the above-mentioned annual fees, the Board members will be paid
as follows for participation in Board and committee meetings:

· EUR 800 (600) for meetings held in the member’s home country,
· EUR 1,600 (1,200) for meetings held in the same continent as the member’s
home country, and
· EUR 2,400 (1,200) for meetings held outside the same continent as the
member’s home country
· The meeting fee for meetings held over the telephone or through other means
of data communication is paid according to the fee payable for meetings held in
each member's home country.
· In addition, compensation for expenses is paid in accordance with the
Company's travel guidelines.

Payment in the form of shares:

Part of the fixed annual fees will be paid in the form of shares in Neste
Corporation to be purchased from the markets as follows:

A portion of 40% of the fixed annual fee will be paid in the form of shares and
the remainder in cash. Committee and meeting fees will be paid in cash. The
shares will be purchased directly on behalf of the Board members within two
weeks after the publication of the interim report for the period 1 January to 31
March 2022. If the shares are not purchased and/or delivered based on a reason
pertaining to the Company or the Board member, the fee will be in cash in its
entirety. The Company is responsible for any transfer tax potentially levied on
the purchase.

Composition of and Decision-Making by the Shareholders’ Nomination Board

The Shareholders' Nomination Board was appointed on 20 September 2021. In
accordance with a decision made by the AGM, the Nomination Board consists of
representatives of the Company's three largest shareholders, as of the first
weekday in September: Director General Kimmo Viertola of the Ownership Steering
Department in the Prime Minister’s Office of Finland, as the Chair of the
Nomination Board as well as Deputy CEO, Investments Reima Rytsölä of Varma
Mutual Pension Insurance Company, Director General Outi Antila of The Social
Insurance Institution of Finland and Matti Kähkönen, the Chair of Neste's Board
of Directors.

The Nomination Board made the above-mentioned proposals unanimously. As the
Chair of the Board of Directors, Matti Kähkönen did not take part in the
decision-making on the Nomination Board's proposal relating to the Chair of the
Board or the Board remuneration.

The proposals by the Nomination Board will be included in the notice convening
the 2022 AGM which will be announced later.

Neste Corporation

Susanna Sieppi
Vice President, Communications

Additional information: Chair of the Nomination Board, Director General Kimmo
Viertola, tel. +358 (0)295 160026

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)

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