Neste Oyj — Board/Management Information 2019

Jan 18, 2019

Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors

Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors

Neste Corporation Stock Exchange Release 18 January 2019 at 8 am. (EET)
The Shareholders' Nomination Board, established by Neste Corporation's Annual
General Meeting (AGM) on 4 April 2013, proposes to the AGM to be held on 2 April
2019 that the company's Board of Directors shall comprise the following members:
The Shareholders' Nomination Board proposes that Mr. Matti Kähkönen shall be re
-elected as the Chair of the Board of Directors. In addition, the current Board
members Ms. Elly (Elizabeth) Burghout, Ms. Martina Flöel, Mr. Jean-Baptiste
Renard, Mr. Jari Rosendal, Mr. Willem Schoeber, and Mr. Marco Wirén are proposed
to be re-elected for a further term of office. The Nomination Board further
proposes that Mr. Wirén shall be elected as the Vice Chair of the Board.
The Shareholders' Nomination Board further proposes that the Board shall have
eight members and that Ms. Sonat Burman-Olsson shall be elected as a new member.
A brief presentation of the proposed new member is attached to this release.

All of those concerned have given their consent to serving on the Board and are
considered to be independent of its major shareholders. All are independent of
the company except for Mr. Jari Rosendal who is the President and CEO of Kemira
Corporation and has an interlocking control relationship as Ms. Kaisa Hietala, a
member of Neste’s Executive Board, is also a member of Kemira’s Board of
Directors.

“The Nomination Board has evaluated that the proposed Board of Directors has
versatile knowledge and experience in leading and developing international
business. Also, this proposal reflects the long-term target of renewing the
Board from time to time, regardless of the current Board's excellent success,”
says Mr. Jarmo Väisänen, Chair of the Nomination Board.

Ms. Laura Rautio will leave Neste’s Board of Directors after serving eight years
in the Board. “On behalf of the Nomination Board, I wish to thank Rautio for her
excellent work for Neste and for her long-standing contribution as the Vice
Chair of the Board and before that as a member of the Board,” Väisänen says.

The Nomination Board shall, according to its charter, agree unanimously on the
proposals to be put before the AGM. The Shareholders' Nomination Board did not
make a unanimous proposal for the remuneration paid to the Board of Directors
for their following term of office. The Chair of the Nomination Board has
notified the Nomination Board and the Company that at the Annual General
Meeting, the State of Finland will propose that the remuneration shall remain
unchanged.
The remuneration currently paid to the Board of Directors is as follows:
Chair, EUR 66,000/year
Vice Chair, EUR 49,200/year
Member, EUR 35,400/year.
In addition to the annual fee, members of the Board of Directors would 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 will be paid, according to the fee payable for meetings held
in each member's home country.

The Shareholders' Nomination Board was appointed on 12 September 2018. In
accordance with a decision made by the AGM, the Nomination Board consisted of
representatives of the company's three largest shareholders, as of the first
weekday in September: Senior Financial Counsellor Jarmo Väisänen of the
Ownership Steering Department in the Prime Minister’s Office of Finland (the
Chair); President and CEO Jouko Pölönen of Ilmarinen Mutual Pension Insurance
Company; Executive Vice-President Reima Rytsölä of Varma Mutual Pension
Insurance Company and Matti Kähkönen, the Chair of Neste's Board of Directors.

The Nomination Board was unanimous in its proposals for the Board's composition
and the number of members in the Board. As Chair of the Board of Directors,
Matti Kähkönen did not take part in the decision-making on the Nomination
Board's proposal related to the Chair of the Board, nor did he participate in
the handling of the matter relating to the remuneration to be paid to the Board
of Directors.

Relevant information on all those proposed for Board service can be found at
www.neste.com.

Neste Corporation

Kaisa Lipponen
Director, Communications and Brand Marketing

Additional information: Chair of the Nomination Board, Senior Financial
Counsellor Jarmo Väisänen, tel. +358 (0)295 160 162
Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates sustainable solutions for transport,
business, and consumer needs. Our wide range of renewable products enable our
customers to reduce climate emissions. We are the world's largest producer of
renewable diesel refined from waste and residues, introducing renewable
solutions also to the aviation and plastics industries. We are also a
technologically advanced refiner of high-quality oil products. We want to be a
reliable partner with widely valued expertise, research, and sustainable
operations. In 2017, Neste's revenue stood at EUR 13.2 billion. In 2018, Neste
placed 2nd on the Global 100 list of the most sustainable companies in the
world. Read more: neste.com (http://www.neste.com/)

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