Neste Oyj — Proxy Solicitation & Information Statement 2020

Feb 7, 2020

Invitation to the Annual General Meeting

Invitation to the Annual General Meeting

Neste Corporation, Stock Exchange Release, 7 February 2020 at 9.00 a.m. (EET)

Neste Corporation's shareholders are hereby invited to the Annual General
Meeting of Shareholders (AGM) to be held on Tuesday, 7 April 2020, beginning at
1.00 pm EET, in the Helsinki Fair Centre at Messuaukio 1, 00520 Helsinki.
Registration and the distribution of voting papers will begin at 12.00 noon
EET.

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

1. Use of the profit shown in the Balance Sheet and deciding on the payment of
   dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.92 per share
be paid on the basis of the approved balance sheet for 2019 plus an
extraordinary dividend of EUR 0.10 per share. The dividend shall be paid in two
installments.

The first installment of dividend, EUR 0.46 per share, will 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 Thursday, 9 April 2020. The Board proposes to the AGM that the
first dividend installment would be paid on Monday, 20 April 2020.

The second installment of dividend, EUR 0.46 per share and the extraordinary
dividend of EUR 0.10 per share will be paid to shareholders registered in the
shareholders’ register of the Company maintained by Euroclear Finland Ltd on the
record date for the second dividend installment and the extraordinary dividend,
which shall be Tuesday, 13 October 2020. The Board proposes to the AGM that the
second dividend installment and the extraordinary dividend would be paid on
Tuesday, 20 October 2020.

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

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 tate 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.

12.
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.

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. 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 shall be available at the same site on 17 March 2020 at the
latest. The documentation referred to above shall also be available for
shareholders as of the same date 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
21 April 2020 onwards.

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 Thursday, 26 March 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
1 April 2020 at the latest. Shareholders may make a notice of participation for
the AGM:

a.   Via Neste Corporation's Web site www.neste.com, by following the
instructions detailed therein, or

b.   By phone, on +358 (0)20 770 6862 (Monday-Friday, 9.00 am - 4.00 pm EET), or

c.   By letter, addressed to Neste Corporation, Annual General Meeting, POB 95,
FI-00095 NESTE.

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.

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. 26 March 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 2 April 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.

3.
Use of a proxy and authorizations

A shareholder is entitled to participate and make use of his or her rights as a
shareholder at the AGM by proxy.

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.

Shareholders' letters of proxy should be sent to Neste Corporation, Annual
General Meeting, POB 95, FI-00095 NESTE to reach the Company before the last
date for registration.

4.
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,
6 February 2020, is 769,211,058, representing an equivalent number of votes.

Participants can park at the Fair Centre's car park at their own expense.
Details on how to park and how to reach the Fair Centre by public transport can
be found at the Finnish Fair Corporation's Web site, www.finnexpo.fi.

Espoo, 6 February 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)