Neste Oyj — Proxy Solicitation & Information Statement 2024

Jan 31, 2024

Proposals of the Shareholders' Nomination Board to Neste's Annual General Meeting

Proposals of the Shareholders' Nomination Board to Neste's Annual General Meeting

Neste Corporation, Stock Exchange Release, 31 January 2024 at 8:30 a.m. (EET)

The Shareholders' Nomination Board, established by Neste Corporation's Annual
General Meeting (AGM) on 4 April 2013, has forwarded to the Board of Directors
of the Company its proposals to the 2024 AGM.

Board Members

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, Just Jansz, Heikki Malinen, Eeva Sipilä and Johanna
Söderström are proposed to be re-elected for a further term of office. The
Nomination Board proposes that Eeva Sipilä shall be elected as the Vice Chair of
the Board.

Further, the Nomination Board proposes that the Board shall have ten members and
that Conrad Keijzer, Pasi Laine and Sari Mannonen shall be elected as new
members.

Kimmo Viertola, who has been a Board member of the Company as of 2023, has
informed that he will not be available for re-election for the next period of
office. “We would like to thank Kimmo for his contributions in the Board and the
Audit Committee”, says Maija Strandberg, Chair of the Nomination Board.

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. A brief presentation of the proposed new members is attached to
this release. 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 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.

Board Remuneration

The Shareholders' Nomination Board concludes that the present remuneration
proposal is part of a program for bringing Board remuneration to market level by
2026 as part of a long-term bringing of Board remuneration to a level comparable
to those of peer companies. The Nomination Board annually brings proposals to
this effect to the AGM in accordance with the Charter of the Nomination Board.

In addition to an increase of the fixed annual fees, the Nomination Board
proposes that the committee fees previously in use shall no longer be payable in
order to simplify the remuneration structure, as set out below.

The proposal by the Nomination Board for remuneration to be paid to the Board
members for the next term is as follows (remuneration for 2023 in brackets):

Annual fees:
The Board members are paid the following fixed annual fees for the term starting
at the end of the 2024 AGM and ending at the end of the 2025 AGM:

· Chair: EUR 135,000 (95,000);
· Vice Chair: EUR 75,000 (60,000);
· Chair of Audit Committee: EUR 75,000 (60,000) if he or she does not
simultaneously act as Chair or Vice Chair of the Board; and
· Member: EUR 60,000 (45,000).

Meeting fees:
In addition to the above-mentioned fixed annual fees, the Board members will be
paid as follows for participation in Board or committee meetings:

· EUR 1,000 (1,000) for meetings held in the member's home country;
· EUR 2,000 (2,000) for meetings held in the same continent as the member's
home country; and
· EUR 3,000 (3,000) 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
the 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. Meeting fees will be paid in cash. The shares will be
purchased directly on behalf of the Board members within two weeks as of the
first trading day of the Helsinki Stock Exchange following the publication of
the interim report for the period 1 January to 31 March 2024. 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.

Composition of and Decision-Making by the Shareholders' Nomination Board

The Shareholders' Nomination Board was appointed on 6 September 2023. In
accordance with a decision made by the AGM, the Nomination Board consists of
representatives of the Company's three largest shareholders, as of the first
weekday in September: Senior Ministerial Adviser, Financial Affairs Maija
Strandberg of the Ownership Steering Department in the Prime Minister's Office
of Finland, as the Chair of the Nomination Board as well as Senior Vice
President, Investments Timo Sallinen of Varma Mutual Pension Insurance Company;
President and CEO Jouko Pölönen of Ilmarinen Mutual Pension Insurance Company
and Matti Kähkönen, the Chair of Neste's Board of Directors.

The Nomination Board made the above-mentioned proposals unanimously. As the
Chair of the Board of Directors, Matti Kähkönen did not take part in the
decision-making on the Nomination Board's proposal relating to the Chair of the
Board or the Board remuneration.

The proposals by the Nomination Board will be included in the notice convening
the 2024 AGM which will be announced later.

Neste Corporation

Susanna Sieppi
Vice President, Communications and Brand (act.)

Additional information: Chair of the Nomination Board, Senior Ministerial
Adviser, Financial Affairs Maija Strandberg, tel. +358 (0)295 160981

Neste in brief

Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change
and accelerating a shift to a circular economy. The company refines waste,
residues and innovative raw materials into renewable fuels and sustainable
feedstock for plastics and other materials.
As the world's leading producer of sustainable aviation fuel and renewable
diesel and a forerunner in developing renewable and circular feedstock solutions
for polymers and chemicals, Neste helps its customers to reduce their greenhouse
gas emissions by at least 20 million tons annually by 2030.
The company's ambition is to make the Porvoo oil refinery in Finland the most
sustainable refinery in Europe by 2030. Neste is committed to reaching carbon
-neutral production by 2035, and will reduce the carbon emission intensity of
sold products by 50% by 2040. Neste has also set high standards for
biodiversity, human rights and the supply chain. The company has consistently
been included in the Dow Jones Sustainability Indices and the Global 100 list of
the world's most sustainable companies. In 2022, Neste's revenue stood at EUR
25.7 billion. Read more: neste.com (http://www.neste.com)

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