Neste Oyj — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

Invitation to the Annual General Meeting

Invitation to the Annual General Meeting

Neste Corporation, Stock Exchange Release, 24 April 2020 at 9.30 a.m. (EET)
Neste Corporation's shareholders are hereby invited to the Annual General
Meeting of Shareholders (AGM) to be held on Monday, 18 May 2020, beginning at 2
pm (EET), at the Company’s headquarters at the address Keilaranta 21, 02150
Espoo. Registration and the distribution of voting tickets will begin at 1 pm
(EET).
Neste takes the coronavirus situation very seriously and aims to ensure the best
interests of the Company and its shareholders by holding the AGM on 18 May 2020
in a manner described in this notice. By holding the meeting, the AGM can also
decide on the payment of dividend proposed by the Board of Directors.
The Company will impose several precautionary measures to be able to hold the
meeting and to ensure the safety of the persons who have to be present at the
meeting. The meeting will be kept as short as possible, and all presentations
prepared in advance will be shortened significantly.

The Company urges shareholders to avoid attending the AGM at the AGM venue. Due
to the coronavirus epidemic, the AGM can only be held if the number of
participants at the meeting venue is so low that the meeting can be held in
compliance with the stipulations issued by authorities. Therefore, the Company
recommends that shareholders vote in advance or alternatively authorize Veli
Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or attorney-at-law
appointed by him, to represent them at the meeting (free of charge). The
shareholders can follow the meeting via a live video stream. It is possible for
those shareholders who have voted in advance or issued a power of attorney to
pose questions to the Company in advance regarding the matters to be considered
at the meeting until 4.00 p.m. (EET) 8 May 2020. The Company may consider the
questions received when preparing presentations for the AGM and aims at
responding to them at the meeting to the extent possible. A template power of
attorney as well as further instructions for the authorization, advance voting,
video stream service and posing questions are available on the Company’s Web
site www.neste.com/en (https://www.neste.com/corporate-info/investors/corporate
-governance/annual-general-meeting/agm-2020).
No refreshments will be served in connection with the meeting. Neste follows all
instructions given by authorities and will update its instructions regarding the
AGM if necessary. The Company will disclose separately should there be further
instructions for the meeting.
The AGM participants are advised to follow Neste's Web site for possible
additional instructions or changes.
A.  Matters to be handled and the agenda
The following matters will be discussed and decided at the AGM:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the examiners of the minutes and the supervisors for counting of
votes
4. Establishing the legality of the meeting
5. Recording the attendance at the meeting and the voting list
6. Presentation of the Financial Statements for 2019, 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 on the payment of
dividend
Based on the grounds identified in the stock exchange release published earlier
today, the Board of Directors has decided to change its dividend proposal (which
was in its original form included in the Financial Statements Release and AGM
notice, both published on 7 February 2020), for the AGM to be held on 18 May
2020.
The Board proposes to the AGM that the originally proposed first dividend
installment, EUR 0.46 per share, would be paid to shareholders registered in the
shareholders’ register of the Company maintained by Euroclear Finland Ltd on the
record date for the first dividend installment, which shall be Wednesday, 20 May
2020. The Board proposes to the AGM that the first dividend installment would be
paid on Thursday, 28 May 2020.
In addition, the Board proposes that the AGM would authorize the Board to
decide, in its discretion, on the payment of a second dividend installment in a
maximum amount of EUR 0.56 per share (consisting of an ordinary dividend of EUR
0.46 and an extraordinary dividend of EUR 0.10). The authorization would be
valid until 30 October 2020.
The Board expects to decide upon the possible payment of a second installment of
the dividend, EUR 0.56 per share at the maximum, on 22 October 2020 to the
effect that the second installment would be paid to a shareholder who is
registered in the Company’s shareholder register maintained by Euroclear Finland
Oy on the record date for the payment of second dividend installment, i.e. on 26
October 2020. The payment date of the second installment of the dividend would
then be 2 November 2020.
If the Board decides on payment of a second dividend installment based on the
authorization, such decision will be separately published by the Company,
including the amount of and relevant record and payment dates for the second
installment.
9. Discharging the members of the Board of Directors and the President and CEO
from liability
10. Handling of the remuneration policy for governing bodies
11. Deciding the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board shall, according to its charter, agree
unanimously on the proposals to be put before the AGM. The Nomination Board did
not reach a unanimous decision on the Board remuneration to be paid during the
next term, and consequently did not make any proposal concerning Board
remuneration.
The Chair of the Nomination Board has notified the Nomination Board and the
Company that the State of Finland will propose the following Board remuneration
at the AGM:

· Chair: EUR 67,900 per annum (currently EUR 66,000)
· Vice Chair: EUR 49,600 per annum (currently EUR 49,200)
· Member: EUR 35,700 per annum (currently EUR 35,400)
· 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 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 in accordance with the Company's travel guidelines. The meeting fee for
telephone meetings would be paid according to the fee payable for meetings held
in each member's home country.

1. Deciding the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that the Board shall have eight
members.
13. Election of the Chair, the Vice Chair, and the members of the Board of
Directors
The Nomination Board proposes that Mr. Matti Kähkönen shall be re-elected as the
Chair of the Board of Directors. In addition, the current members of the Board
Ms. Sonat Burman-Olsson, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari
Rosendal, and Mr. Marco Wirén are proposed to be re-elected for a further term
of office. The Nomination Board proposes that Mr. Wirén shall be elected as the
Vice Chair of the Board.
The Nomination Board further proposes that Mr. Nick Elmslie and Ms. Johanna
Söderström shall be elected as new members.
All of those concerned have given their consent to serving on the Board and are
considered to be independent of the Company and its major shareholders. Relevant
information on all those proposed for Board service can be found at
www.neste.com/en.
14. Deciding the remuneration of the Auditor
The Board proposes, on the recommendation of the Audit Committee, to the AGM
that the Auditor's fee shall be paid as invoiced and approved by the Company.
15. Election of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM
would elect 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. The Auditor's term of office shall end at the closure of
the next AGM.
16. Authorizing the Board of Directors to decide the buyback of Company shares
The Board proposes that the AGM should authorize the Board to purchase Company
shares ('Buyback authorization') under the following terms:
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.
17. Authorizing the Board of Directors to decide on share issue
The Board proposes that the AGM would authorize the Board to decide on share
issue under the following terms:
Under the authorization, the Board shall be authorized to take one or more
decisions on the issuance of new shares and/or the conveyance of treasury shares
held by the Company, provided that the number of shares thereby issued and/or
conveyed totals a maximum of 23,000,000 shares, equivalent to approximately
2.99% of all the Company's shares.
The new shares may be issued and/or the treasury shares held by the Company may
be conveyed to the Company's shareholders in proportion to the shares they
already own or through a directed share issue that bypasses shareholders' pre
-emptive rights if the Company has a weighty financial reason for doing so, such
as using the shares in question as consideration in possible acquisitions or in
other arrangements that are part of the Company's business, to finance
investments, or as part of the Company's incentive program.
The new shares may be issued and/or the treasury shares held by the Company may
be conveyed against payment or free of charge. A directed share issue may only
be made free of charge if there is a particularly weighty financial reason, in
respect of the Company's interests and those of all its shareholders, for doing
so. The new shares may also be issued free of charge to the Company itself.
The Board shall decide on other terms and conditions of share issue. The
authorization shall remain in force until 30 June 2023. The authorization shall
revoke the authorization granted by the AGM on 2 April 2019 to the Board to
decide on the conveyance of treasury shares.
18. Closing of the meeting
B. AGM documents
The proposals included in the agenda of the AGM, together with this invitation,
shall be available at Neste Corporation's Web site at
www.neste.com/en (https://www.neste.com/corporate-info/investors/corporate
-governance/annual-general-meeting/agm-2020). Neste Corporation's Annual Report,
including the Company's Financial Statements, the Review by the Board of
Directors, and the Auditor's Report, as well as remuneration policy were
published through stock exchange release on 3 March 2020 and they are available
at the abovementioned Web site. The documentation referred to above shall also
be available for shareholders at the Company's Head Office at Keilaranta 21,
02150 Espoo and shall be available 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
1 June 2020 onwards at the latest.
C. Instructions for those attending the AGM
1. Shareholders registered in the shareholders’ register
Shareholders registered in the shareholders’ register of the Company maintained
by Euroclear Finland Ltd. on the record date of Wednesday, 6 May 2020 shall be
entitled to attend the AGM. A shareholder, whose shares are registered on
his/her personal Finnish book-entry account, is registered in the shareholders’
register of the Company.
A shareholder registered in the shareholders’ register of the Company and
wishing to attend the AGM shall make a notice of participation by 4.00 pm (EET)
on 8 May 2020 at the latest. Shareholders may make a notice of participation for
the AGM:

1.
Via Neste Corporation's Web site
www.neste.com/en (https://www.neste.com/corporate-info/investors/corporate
-governance/annual-general-meeting/agm-2020), by following the instructions
detailed therein, or

1. By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or
2. By letter, addressed to Neste Corporation, Annual General Meeting, POB 95,
   FI-00095 NESTE.

Neste strongly recommends that shareholders would primarily register through the
Web site or by phone, as in the current situation, the Company has difficulties
to follow incoming mail regularly due to e.g. remote-work recommendations.

When registering, shareholders should provide their name, personal
identification number/business identity code, address, telephone number, and the
name of a possible assistant or proxy representative and the personal
identification 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.

Registrations submitted to the cancelled AGM, convened to be held on 7 April
2020, will not be valid for this AGM, therefore, previously registered
shareholders must also re-register.
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. 6 May 2020, that would entitle
them to be included in the shareholders’ register maintained by Euroclear
Finland Ltd. Attendance also requires that these shareholders are included
temporarily in the shareholders’ register maintained by Euroclear Finland Ltd.
by 10.00 am (EET) on 13 May 2020 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 shareholders’ register, issuing letters of proxy, and registering for
the meeting in good time. Account managers at custodian banks should register
shareholders with nominee-registered holdings, that wish to attend the AGM and
that would be entitled to be included in the shareholders’ register on the basis
of shares held as mentioned above, in the shareholders’ register on a temporary
basis by the date and time referred to above at the latest.
Further information can also be found at the Company's Web site,
www.neste.com/en (https://www.neste.com/corporate-info/investors/corporate
-governance/annual-general-meeting/agm-2020).
3. Use of a proxy and authorizations
As stated above, the Company urges shareholders to avoid attending the AGM at
the AGM venue. Instead, the Company recommends that shareholders vote in advance
or alternatively authorize Veli Siitonen, attorney-at-law, of Merilampi
Attorneys Ltd., or attorney-at-law appointed by him, to represent them free of
charge at the meeting. However, also shareholders wishing to authorize a proxy
or submit their votes in advance as described below are required to register for
the general meeting in accordance with the instructions set out above in this
notice, even if they do not attend the meeting at the meeting venue themselves.
A template power of attorney as well as further instructions for the
authorization and advance voting are available on the Company’s Web site
www.neste.com/en (https://www.neste.com/corporate-info/investors/corporate
-governance/annual-general-meeting/agm-2020).
The template power of attorney for authorizing attorney-at-law Veli Siitonen is
also annexed to this notice, and it is requested to be delivered either as an e
-mail attachment (PDF) to veli.siitonen@merilampi.com, or through regular mail
to address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, 00100
HELSINKI, Finland, before the last date and time for registration.
A shareholder is entitled to participate and make use of his or her rights as a
shareholder at the AGM by way of third-party proxy representation.
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 to cover one meeting only, unless otherwise stated. In the
event that a shareholder is represented by more than one proxy representative
representing shares held in different securities accounts, each proxy
representative should state which shares he or she represents when registering
to attend the AGM.
Proxy documents and powers of attorney for authorizing a third-party proxy
should primarily be delivered to the Company by e-mail to events@neste.com, or
alternatively by post to the following address: Neste Corporation, Annual
General Meeting, POB 95, FI-00095 NESTE, before the last date and time for
registration. The original proxy document should be presented at the AGM at the
latest, if required.
4. Advance voting
A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items on the agenda of the AGM through the Company's Web site from 27
April at 9 am (EET) until 8 May 2020 at 4 pm (EET). Unless a shareholder voting
in advance will be present in person or by proxy in the meeting, he/she may not
be able to exercise his/her right under the Finnish Companies Act to request
information or a vote in the meeting and if decision proposals regarding certain
agenda item have changed after the beginning of the advance voting period,
his/her possibility to vote on such item may be restricted. The conditions and
other instructions relating to the electronic advance voting may be found on the
Company's Web site www.neste.com/en (https://www.neste.com/corporate
-info/investors/corporate-governance/annual-general-meeting/agm-2020). The
Finnish book-entry account number of the shareholder is required for voting in
advance.
5. Other instructions and information
Shareholders attending the AGM shall be entitled under Chapter 5, Section 25 of
the Finnish Companies Act to request information with respect to the matters to
be considered at the AGM.
Changes in shareholding after the record date of the meeting do not affect the
right to participate in the meeting or the number of voting rights held in the
meeting.
The total number of shares in Neste Corporation on the date of this invitation,
24 April 2020, is 769,211,058, representing an equivalent number of votes.
Espoo, 24 April 2020
Neste Corporation
Board of Directors

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 2019, Neste's revenue stood at EUR 15.8 billion. In 2020, Neste
placed 3rd on the Global 100 list of the most sustainable companies in the
world. Read more: neste.com (https://www.neste.com/en)

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