Neste Oyj — Proxy Solicitation & Information Statement 2022

Feb 10, 2022

Invitation to the Annual General Meeting

Invitation to the Annual General Meeting

Neste Corporation, Stock Exchange Release, 10 February 2022, 09:00 a.m. (EET)

The Annual General Meeting (the “AGM”) of Neste Corporation (the “Company”) will
be held on Wednesday, 30 March 2022 at 12 noon EET. The AGM will be held under
special arrangements without shareholders’ or their proxy representatives’
presence at Company's headquarters at the address Keilaranta 21, 02150 Espoo.

The Board of Directors of the Company has resolved on an exceptional meeting
procedure based on the Act temporarily amending the Companies Act and certain
other community laws (375/2021, the “Temporary Act”). In order to limit the
spread of the Covid-19 pandemic, the AGM will be held without shareholders’ or
their proxy representatives’ presence at the AGM venue. This is necessary in
order to organize the AGM in a predictable way while taking into account the
health and safety of the Company’s shareholders, personnel and other
stakeholders.

Shareholders and their proxy representatives can participate in the AGM and
exercise their shareholder rights only by voting in advance and by making
counterproposals and presenting questions in advance in accordance with this
notice and the Company’s other instructions. It is not possible to participate
in the AGM at the AGM venue. Shareholders can, however, follow the AGM on the
Company’s website www.neste.com/agm. Shareholders following the AGM in this way
are not considered to participate in the AGM. Instructions for shareholders are
presented in this notice under section C “Instructions for the participants in
the AGM”.

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

Jukka Laitasalo, Attorney-at-Law, will act as the Chairman. If Jukka Laitasalo
is not able to act as Chairman due to a weighty reason, the Board of Directors
will appoint a person it deems most suitable to act as Chairman. The Chairman
may appoint a secretary for the AGM.

1. Election of the examiner of the minutes and the supervisor for counting votes

Christian Ståhlberg, General Counsel, will act as the examiner of the minutes
and supervisor for the counting of votes. If Christian Ståhlberg is unable to
act as the examiner of the minutes and supervisor for the counting of votes due
to a weighty reason, the Board of Directors will appoint a person it deems most
suitable to act as the examiner of the minutes and supervisor for the counting
of votes.

1. Establishing the legality of the meeting

2. Recording the attendance at the meeting and the voting list

Shareholders who have voted in advance within the advance voting period and have
the right to attend the AGM under Chapter 5, Sections 6 and 6 a of the Finnish
Companies Act will be deemed to have participated in the AGM. The list of votes
will be adopted based on information provided by Euroclear Finland Ltd.

1. Presentation of the Financial Statements, including also the Consolidated
   Financial Statements, the Review by the Board of Directors and the Auditor’s
   Report for the year 2021

2. Review by the President and CEO

The Company’s Annual Report, which includes the Company’s Financial Statements,
Consolidated Financial Statements and the Review by the Board of Directors as
well as the Auditor’s Report and which is available on the Company’s website no
later than three weeks before the AGM, will be deemed to have been presented to
the AGM under this item.

1. Adoption of the Financial Statements, including also the adoption of the
   Consolidated Financial Statements

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

The Board of Directors proposes to the AGM that a dividend of EUR 0.82 per share
be paid on the basis of the approved balance sheet for the year 2021. The
dividend shall be paid in two instalments.

The first instalment of dividend, EUR 0.41 per share, will be paid to a
shareholder registered in the shareholders' register of the Company maintained
by Euroclear Finland Ltd on the record date for the first dividend instalment,
which shall be Friday, 1 April 2022. The Board proposes to the AGM that the
first dividend instalment would be paid on Friday, 8 April 2022.

The second instalment of dividend, EUR 0.41 per share, will be paid to a
shareholder registered in the shareholders' register of the Company maintained
by Euroclear Finland Ltd on the record date for the second dividend instalment,
which shall be Friday, 30 September 2022. The Board proposes to the AGM that the
second dividend instalment would be paid on Friday, 7 October 2022.

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

1. Discharging the members of the Board of Directors and the President and CEO
   from liability

2. Remuneration Report

The Board of Directors proposes that the Remuneration Report for the Company’s
governing bodies for 2021 be approved. The resolution is advisory in accordance
with the Finnish Companies Act.

The Remuneration Report is available on the Company’s website www.neste.com/agm
on 9 March 2022 at the latest.

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

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.

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

The Nomination Board proposes that the Board of Directors shall have nine
members.

1. Election of the Chair, the Vice Chair, and the members of the Board of
   Directors

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 Just Jansz and Eeva Sipilä shall be
elected as new members.

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.

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. More information on the persons proposed by the Nomination Board
for Board service can be found at www.neste.com.

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.

1. 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.

1. Election of the Auditor

The Board proposes, on the recommendation of the Audit Committee, that the AGM
would re-elect KPMG Oy Ab, Authorized Public Accountants, as the Company's
Auditor. KPMG Oy Ab has announced that it will appoint Leenakaisa Winberg,
Authorized Public Accountant, as the principally responsible auditor. The
Auditor's term of office shall end at the closure of the next AGM.

1. 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. The authorization is proposed to
revoke the buyback authorization granted to the Board of Directors by the AGM on
30 March 2021.

1. 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 website at the address
www.neste.com/agm. 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 the Remuneration Report shall be available at the mentioned
website on 9 March 2022 at the latest. Copies of the documentation referred to
above will be sent on request to shareholders. The minutes of the AGM will be
available at the website referred to above as of 13 April 2022 at the latest.

C. Instructions for the participants in the AGM

In order to limit the spread of the Covid-19 pandemic, the AGM will be arranged
so that shareholders or their proxy representatives may not arrive at the AGM
venue. The Company’s shareholders and their proxy representatives can
participate in the AGM and exercise their rights only by voting in advance and
making counterproposals and presenting questions in advance considering the
limitations set out in the Temporary Act.

A shareholder or a proxy representative may not participate in the AGM by means
of real-time telecommunications either, but shareholders may follow the AGM on
the Company’s website www.neste.com/agm. Shareholders following the AGM in this
way are not considered to participate in the AGM.

1. Right to participate of a shareholder registered in the shareholders'
   register

Each shareholder, who is registered on 18 March 2022 in the shareholders’
register of the Company held by Euroclear Finland Ltd, has the right to
participate in 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.

1. Notice of participation of a shareholder registered in the shareholders’
   register and voting in advance

Registration for the AGM and advance voting begin at 9.00 am EET on 23 February
2022, when the deadline for delivering counterproposals has expired and the
Company has published the possible counterproposals to be put to a vote on the
Company’s website. A shareholder entered in the Company's shareholders’
register, who wishes to participate in the AGM by voting in advance, must
register for the AGM and deliver his/her votes in advance by 4.00 pm EET on 23
March 2022 at the latest, by which time the notice of participation and the
votes must be received.

Shareholders with a Finnish book-entry account can register and vote in advance
on certain items on the agenda of the AGM during the period 9.00 am EET on 23
February 2022 – 4.00 pm EET on 23 March 2022 by the following manners:

a) Via the Company’s website www.neste.com/agm

Registering and voting in advance requires strong electronic identification
(online banking codes or Mobile ID) for natural persons. Strong electronic
identification is not required for legal persons. Legal persons must, however,
provide the number of their book-entry account as well as other required
information. If a legal person uses the Suomi.fi electronic authorization,
registration requires a strong electronic identification from the authorized
person, which can be done with banking codes or Mobile ID.

b) By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an
advance voting form available on the Company’s website www.neste.com/agm to
Euroclear Finland Oy by regular mail to Euroclear Finland Ltd, Yhtiökokous /
Neste Corporation, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to
yhtiokokous@euroclear.eu.

If a shareholder participates in the AGM by delivering votes in advance by
regular mail or e-mail to Euroclear Finland Ltd, the delivery of the votes
before the deadline for delivering the notice of participation and the votes has
expired shall constitute a registration for the AGM provided that information
required for registration set out in the advance voting form is provided.

A shareholder must in connection with the registration submit the requested
information, such as the shareholder’s identification and contact details.
Personal data disclosed in connection with the shareholders’ registration will
be used only in connection with the AGM and the thereto related necessary
handling of registrations.

Instructions regarding the voting are available to all shareholders on the
Company’s website www.neste.com/agm. Additional information is also available by
telephone at +358 20 770 6862.

1. Proxy representative and powers of attorney

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

A shareholder’s proxy representative must produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder. If a shareholder participates in the AGM by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the AGM.

A template for a proxy document and voting instructions are available on the
Company’s website www.neste.com/agm as of 23 February 2022 at the latest when
the deadline for delivering counterproposals to be put to a vote has expired and
when the Company has published possible counterproposals to be put to a vote on
the Company’s website.

A shareholder, who will not vote in advance himself/herself, may without any
cost for the shareholder use the Company’s proxy authorization service and
authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another
of the Company independent Attorney-at-Law appointed by him to act as a proxy
representative and exercise the shareholder’s voting rights at the AGM in
accordance with the voting instructions given by the shareholder. A signed proxy
document including an advance voting form must be delivered to Veli Siitonen,
Attorney-at-Law, by e-mail or regular mail (contact details below) before the
end of the registration and advance voting period, by which time the documents
must be received.

Further information on the designated proxy representative is available on the
website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen and
his contact details are: e-mail: veli.siitonen@merilampi.com

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100
Helsinki, Finland.

A shareholder may participate in the AGM and exercise his/her rights thereat
also by appointing another proxy representative of his/her choice. A proxy
representative appointed by a shareholder must also vote in advance by regular
mail or e-mail in the manner described in this notice (a proxy representative
cannot vote in the electronic advance voting system, excluding proxy
representatives of legal persons in the manner described in the next paragraph).
A proxy representative must deliver a proxy document given to him/her including
an advance voting form or corresponding information by regular mail to Euroclear
Finland Ltd, Yhtiökokous / Neste Corporation, P.O. Box 1110, FI-00101 Helsinki,
Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the
registration and advance voting period, by which time the documents or
corresponding information must be received. Delivery of a proxy document to
Euroclear Finland Ltd before the expiration of the registration period
constitutes due registration for the AGM.

A shareholder who is a legal person can also use the electronic Suomi.fi
authorization service instead of a traditional proxy document. In this case, the
legal person authorizes a proxy that it nominates in the Suomi.fi authorization
service at the website www.suomi.fi/e-authorizations using the mandate theme
“Representation at the General Meeting”. In connection with Euroclear Finland
Ltd's General Meeting service, the person so authorized must identify himself or
herself with strong electronic identification in connection with the
registration, after which the electronic authorization will be checked
automatically. Strong electronic identification works with banking codes or the
Mobile ID. More information is available on the website www.suomi.fi/e
-authorizations and on the Company’s website www.neste.com/agm.

1. 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. 18 March 2022, 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 25 March 2022 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 proxy documents, and registration for
the AGM in good time. The account manager of the custodian bank must register a
shareholder with nominee-registered holdings temporarily into the shareholders’
register of the Company at the latest by the time stated above and arrange
voting on behalf of a shareholder with nominee-registered holdings.

1. Making counterproposals to the proposed resolutions and presenting questions
   in advance

Shareholders holding at least one hundredth of all shares in the Company within
the meaning of the Temporary Act have a right to make a counterproposal to the
proposed resolutions on the agenda of the AGM, which will be put to a vote. Such
counterproposals must be delivered to the Company by e-mail to agm@neste.com by
no later than at 4.00 pm EET on 17 February 2022. Shareholders making a
counterproposal must in connection with delivering the counterproposal present
evidence of their shareholdings. A counterproposal will be considered at the AGM
provided that the shareholder has the right to participate in the AGM, he/she
has registered for AGM and that the shareholder holds shares corresponding to at
least one hundredth of all shares in the Company on the record date of the AGM.
If the counterproposal is not taken up for consideration at the AGM, the votes
given in favour of the counterproposal will not be taken into account. The
Company will publish possible counterproposals to be put to a vote on the
Company’s website www.neste.com/agm by no later than 22 February 2022.

A shareholder may present questions with respect to the matters to be considered
at the AGM, as referred to in Chapter 5, Section 25 of the Finnish Companies
Act, until 11 March 2022 by e-mail to agm@neste.com. Such questions by
shareholders, the Company’s responses to such questions as well as other
counterproposals than those put to a vote are available on the Company’s website
www.neste.com/agm by no later than 21 March 2022. As a prerequisite for
presenting questions, a shareholder must present evidence to the Company of
his/her shareholding upon request.

1. Other instructions and information

The total number of shares in Neste Corporation on the date of this invitation
is 769,211,058, representing an equivalent number of votes.

Changes in shareholding after the record date of the AGM do not affect the right
to participate in the AGM or the number of voting rights held in the AGM.

Espoo, 9 February 2022

Neste Corporation
Board of Directors

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)