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Neste Oyj Proxy Solicitation & Information Statement 2020

Apr 24, 2020

3230_rns_2020-04-24_0ef190d8-29f6-423f-973e-71f5a63b0ba7.pdf

Proxy Solicitation & Information Statement

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POWER OF ATTORNEY – NESTE CORPORATION ANNUAL GENERAL MEETING 2020

I/we as shareholder of Neste Corporation hereby authorize Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or attorney-at-law appointed by him, ("Representative") to represent me/us and to exercise on my/our behalf the right to speak and the right to vote with all shares owned by me/us at the Annual General Meeting of Neste Corporation, which has been convened to be held on 18 May 2020.

Voting instructions:

I/we instruct the Representative to vote with my/our shares in each of the agenda items to be handled in the meeting as indicated with a cross (X) below. In case I/we have not marked a cross to the below mentioned items, the Representative shall vote in favor for the proposals stated in the notice to the Annual General Meeting.

In items for which a cross has been indicated for "Against" or "Abstain from voting", the Representative is not obligated to demand a vote if the chairman of the Annual General Meeting is able to conclude without conducting a vote, that the proposal considered under the agenda item in question has sufficient support at the General Meeting. For such items, it shall be sufficient that abstaining votes and/or votes against are attached to the minutes in accordance with the voting instructions.

If a proposal stated in the notice to the Annual General Meeting is amended either before the Annual General Meeting or at the Annual General Meeting, the Representative shall not participate in voting on such an amended proposal, unless, exceptionally, the Representative assesses – taking into account in the assessment only the prior voting instructions given by the authorizing person as well as the authorizing person's legitimate interests – that voting on the amended decision proposal in the manner as considered appropriate by the Representative in each case, is justified in order to safeguard the interests of the authorizing person. The Representative shall also refrain from participating in voting if no instruction is indicated, or if more than one instruction is indicated for an agenda item, or if any other text or marking than a cross (X) has been used to indicate the voting instruction below.

Agenda item In favor Against Abstain voting from
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
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
12. Deciding the number of members of the Board of Directors
13. Election of the Chair, the Vice Chair, and the members of the Board of Directors
14. Deciding the remuneration of the Auditor
15. Election of the Auditor
16. Authorizing the Board of Directors to decide the buyback of Company shares
17. Authorizing the Board of Directors to decide on share issue
Date _ / __ 2020
Place _____
Signature _______
Clarification of signature Clarification of signature

Social security number/Business ID and the name of the legal entity: _____

Phone number: _____

To be returned in a completed and signed form either by e-mail attachment (e.g. PDF or image file) to [email protected], or by regular mail to address: Merilampi Attorneys Ltd, Veli Siitonen, Keskuskatu 7, 00100 HELSINKI, Finland.

The Power of Attorney shall be returned so that it is received on Friday 8 May 2020 at 4 pm (EET) at the latest.