Neste Oyj — Share Issue/Capital Change 2022

Feb 10, 2022

The share-based long-term incentive scheme of the management and key employees of Neste Corporation

The share-based long-term incentive scheme of the management and key employees of Neste Corporation

Neste Corporation, Stock Exchange Release, 10 February 2022 at 9.10 a.m. (EET)

The Board of Directors of Neste Corporation has decided on the continuation of
the share-based long-term incentive scheme targeted to the management and
selected key employees of Neste. The decision includes a Performance Share Plan
(also “PSP”) as the main structure and a Restricted Share Plan (also “RSP”) as a
complementary structure for specific situations.

The objectives of the share-based long-term incentive scheme are to align the
interests of Neste’ management and key employees with those of the Company’s
shareholders and, thus, to promote shareholder value creation in the long term,
to commit management to achieving Neste’s strategic targets and to retain its
key employees.

Performance Share Plan

The Performance Share Plan consists of three annually commencing individual
performance share plans, each with a three-year performance period, followed by
the payment of the potential share reward. The three plans commence as of the
beginning of the years 2022, 2023 and 2024.

The commencement of each individual plan is, however, subject to a separate
Board approval in each case.

The plan PSP 2022‒2024 commences effective as of the beginning of 2022 and the
potential share reward thereunder will be paid during H1 2025. The payment of
the reward is conditional on the achievement of the performance targets the
Board of Directors has set for the plan. The potential reward will be paid in
listed shares of Neste Corporation.

The performance targets based on which the potential share reward under PSP
2022‒2024 will be paid are the Relative Total Shareholder Return relative to the
STOXX Europe 600 index and Combined Greenhouse Gas Impact.

Eligible to participate in PSP 2022‒2024 are approximately 150 individuals,
including the members of Neste Executive Committee.

If all the performance targets set for PSP 2022‒2024 plan are fully achieved,
the aggregate maximum number of shares to be paid based on this plan is
approximately 410,000 shares (referring to gross earning, from which the
applicable payroll tax is withheld, and the remaining net value is paid to the
participants in shares).

The estimated aggregate gross value of this plan, based on the current value of
the share of Neste, is approximately EUR 16.1 million. The materialised value of
the plan may deviate from this estimate as a result of share price development
and the degree to which the performance targets set for the plan are achieved.

If the individual’s employment with Neste terminates before the payment date of
the share reward, the individual is, as a main rule, not entitled to any reward
based on the plan.

Restricted Share Plan

The Restricted Share Plan consists of annually commencing individual restricted
share plans, each comprising a restriction period with an overall length of
three years. The company may during the plan period grant fixed share rewards to
individually selected key employees. The rewards are paid at the latest after
the end of the restriction period during H1 of the fourth year of the individual
plan. The rewards are paid in listed shares of Neste Corporation.

The purpose of the Restricted Share Plan is to serve as a complementary long
-term retention tool for individually selected key employees of Neste for
individual retention and recognition and in other specific situations.

The commencement of each individual plan is subject to a separate Board
approval.

The plan RSP 2022‒2024 within the Restricted Share Plan scheme commences
effective as of the beginning of 2022 and the potential share reward thereunder
will be paid during H1 2025 at the latest.

A precondition for the payment of the share reward based on the Restricted Share
Plan is that the employment or service of the individual with Neste continues
until the payment date of the reward.

The aggregate maximum number of shares to be paid based on RSP 2022‒2024 is
approximately 123,500 shares (referring to gross earning, from which the
applicable payroll tax is withheld, and the remaining net value is paid to the
participants in shares).

The estimated aggregate gross value of this plan, based on the current value of
the share of Neste, is approximately EUR 4.9 million. The materialised value of
the plan may deviate from this estimate as a result of share price development
and the amount of share grants made based on the plan.

Other terms

The amount of rewards payable to participants based on Neste’s long-term
incentive scheme is limited by a share price development-based pay cap, the
level of which the Board of Directors sets. The level of the pay cap in the
ongoing plans is two times the share price which prevailed at the beginning of
the plan period. If Neste share price more than doubles during the plan, the
exceeding value of the payable rewards will not be paid to the plan
participants.

Neste applies a share ownership policy to the members of the Neste Executive
Board. According to this policy each member of the Neste Executive Board is
expected to retain in his/her ownership at least half of the shares received
under the share-based incentive programs of the company until the value of
his/her share ownership in Neste corresponds to at least his/her annual gross
base salary.

The Board of Directors anticipates that no new shares will be issued based on
the share-based incentive scheme and that the scheme will, therefore, have no
dilutive effect on the registered number of the Company's shares.

Neste Corporation
The Board of Directors

For more information:

Matti Kähkönen, Chair of the Board of Directors, Neste
Please contact Neste's media service, tel. +358 50 458 5076 / media@neste.com
(open on weekdays from 8.30 a.m. to 4.00 p.m. EET)

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)