INVITATION TO NESTE OIL CORPORATION'S ANNUAL GENERAL MEETING

Neste Oil Corporation's shareholders are invited to the Company's Annual General Meeting to be held at 11.00 am on Wednesday, 22 March 2006 in the Sea Cable Hall at the Cable Factory, Tallberginkatu 1 C, 00180 Helsinki. Shareholders can register, and voting papers will be distributed, from 10.00 am onwards.

 

MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING      

 

1. Matters coming within the scope of the AGM as detailed in Article 14 of the Company's Articles of Association

 

The Nomination Committee's proposal for the composition of the Board

 

The AGM's Nomination Committee will propose to the Annual General Meeting that the membership of the Company's Board of Directors shall be confirmed at eight members and that the Board's current members - Mr. Timo Peltola, Mr. Mikael von Frenckell, Ms. Ainomaija Haarla, Mr. Kari Jordan, Mr. Juha Laaksonen, Ms. Nina Linander, Mr. Pekka Timonen, and Ms. Maarit Toivanen-Koivisto - shall be re-elected to sit until the end of the next AGM. All the members have given their consent to the proposal. The Nomination Committee will also propose that Timo Peltola shall continue as Chairman of the Board and that Mikael von Frenckell shall continue as Vice Chairman, and that the remuneration paid to the Board's members, Chairman, and Vice Chairman shall remain unchanged.

A proposal concerning the Company's Auditors

 

The Board will propose, on the recommendation of the Audit Committee, that the Annual General Meeting shall appoint the Company's current Auditors, PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditors. PricewaterhouseCoopers have consented to the proposal. The term of office of the Auditors shall end at the conclusion of the next AGM.

 

The Board of Directors' proposal for the distribution of profit for 2005

 

The Board of Directors will propose to the Annual General Meeting a dividend of EUR 0.80 per share for 2005. The dividend shall be paid to shareholders registered with the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend: Monday, 27 March 2006. The Board will propose that the dividend shall be paid on Monday, 3 April 2006.

 

2. A proposal by the Finnish State covering the establishment of an AGM's  Nomination Committee

 

The Ministry of Trade and Industry, which represents the Finnish State in its capacity as a shareholder in the Company, will propose that the Annual General Meeting should appoint a Nomination Committee to prepare proposals covering the members of the Board of Directors and the remuneration payable to Board members for consideration by the following AGM. It will be proposed that the Nomination Committee should comprise the Chairman of the Board, as an expert member, together with representatives of the Company's three largest shareholders. The right to appoint the shareholder representatives on this Committee shall lie with the three shareholders holding the largest number of votes associated with all the Company's shares on the first day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a member, this right shall be transferred to the next largest shareholder. The Company's largest shareholders shall be determined on the basis of ownership information registered with the book-entry securities system, with the proviso that the holdings of a shareholder, held in a number of separate funds, for example, and who is required under Finnish securities legislation, as part of the flagging requirement, to notify the authorities of certain changes in the size of his holdings, shall be combined and treated as a single holding if the shareholder concerned informs the Company's Board of Directors of his wish that this should be done in writing by 31 October 2006 at the latest. The Chairman of the Company's Board of Directors shall convene the Committee, and the Committee's members shall appoint a Chairman from among themselves. The Nomination Committee shall present their proposal to the Company's Board of Directors by 1 February prior to the AGM at the latest.

 

DOCUMENTS AVAILABLE FOR CONSULTATION AND THE ANNUAL REPORT

 

Copies of documents relating to the Company's Financial Statements shall be available for consultation by shareholders from 1 March 2006 onwards at the Company's Head Office at Keilaranta 8, 02150 Espoo. Copies of these documents shall be sent to shareholders at their request from the same day onwards, and shall be available at the AGM as well.

 

Neste Oil's printed Annual Report for 2005 will be published during the week commencing 13 March 2006, and will be available in electronic format during the same week at www.nesteoil.com.

 

ENTITLEMENT TO ATTEND THE ANNUAL GENERAL MEETING

 

All shareholders included in the register of Company shareholders maintained by the Finnish Central Securities Depository on the record date of 12 March 2006 shall be entitled to attend the Annual General Meeting. As the record date is a Sunday, the list of shareholders will be produced on the immediate preceding weekday, in other words, Friday, 10 March, 2006.

 

Shareholders with nominee-registered holdings who wish to attend the AGM and exercise their voting rights at the meeting can temporarily be recorded in the aforementioned register of Company shareholders for attending the AGM. Shareholders wishing to record temporarily in this way should consult their trustee in good time.

 

Shareholders wanting to attend the AGM should make their wish known by 4.00 pm on 15 March 2006 at the latest,

* By letter, addressed to Neste Oil Corporation, Suvi Åkerblom, POB 95, 00095 NESTE OIL, or

* By fax, on +358 10 458 9596, or

* By e-mail, to nesteoil.yhtiokokous@yhteyspalvelut.elisa.fi, or

* By phone, on +358 10 458 9595.

 

All communications related to attending the AGM must reach Neste Oil by 4.00 pm on 15 March 2006 at the latest.

 

 

LETTERS OF PROXY

 

Letters of proxy should be forwarded to the Company when registering to attend, and must reach the Company by 4.00 pm on 15 March 2006 at the latest.

 

INSTRUCTIONS TO AGM PARTICIPANTS

 

The Cable Factory can be easily reached by public transport, using the Ruoholahti station on the metro, the Number 8 tram, and Helsinki and Espoo buses that pass through Ruoholahti. Shareholders arriving by car are advised to park at the Ruoholahti shopping mall, where shuttle transport to the Cable Factory will be available from 10.00 am onwards. Tickets to cover parking charges will be available from staff at the AGM.

 

 

Espoo, 14 February 2006

 

Board of Directors

Neste Oil Corporation

 

 

 

Neste Oil Corporation is a leading independent Northern European oil refining and marketing company, with a focus on advanced fuels for cleaner traffic. Neste Oil's refineries are located in Porvoo and Naantali, Finland, and have a total refining capacity of approx. 250,000 bbl/d. The company employs around 4,500 people. Neste Oil is listed on the Helsinki Stock Exchange (symbol: NES1V). For further information, see www.nesteoil.com.