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 Friday, 14 March 2008 at the Finnish National Opera, Helsinginkatu 58, 00260 Helsinki. Shareholders can register from 10.00 am onwards, when voting papers will be distributed.

MATTERS TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING  

 

1. Matters coming within the scope of the AGM as detailed in Article 12 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 following current members of the Board - Mr. Timo Peltola, Mr. Mikael von Frenckell, Mr. Michael A. M. Boersma, Ms. Ainomaija Haarla, Ms. Nina Linander, Mr. Antti Tanskanen, and Ms. Maarit Toivanen-Koivisto - shall be elected, together with a new member - Mr. Markku Tapio - to sit until the end of the next AGM. 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 Chairman shall be EUR 66,000 a year, that the Vice Chairman shall receive 49,200 a year, and that other members shall receive EUR 35,400 a year. In addition, members shall receive an attendance payment of EUR 600 per meeting when attending Board meetings and committee meetings, and shall be compensated for the costs they incur when attending in line with the Company's Travel Policy. The attendance payments shall be doubled, to EUR 1,200 per meeting, for Board members domiciled outside Finland.

 

A proposal concerning the Company's Auditors

 

The Board will propose, on the recommendation of the Audit Committee, that the Annual General Meeting shall reappoint Ernst & Young Oy, Authorized Public Accountants, as the Company's Auditor, with Authorized Public Accountant Anna-Maija Simola as the main responsible Auditor. The term of office of the Auditor shall end at the conclusion of the next AGM.

 

The Board of Directors' proposal for the distribution of a dividend

 

The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 1.00 per share shall be paid on the basis of the adopted balance sheet for 2007. 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: Wednesday, 19 March 2008. The Board will propose to the Annual General Meeting that the dividend shall be paid on Friday, 28 March 2008.

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

 

The Prime Minister's Office, 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 elect 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 third day of November preceding the AGM. In the event that a shareholder does not wish to exercise his right to elect 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 the Finnish Securities Markets Act, as part of the flagging requirement, to notify the authorities of 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 2008 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 2 February prior to the AGM at the latest.

 

3. A proposal by George Jauhiainen, a shareholder in the Company, that the Supervisory Board should be abolished.

DOCUMENTS AVAILABLE FOR CONSULTATION AND THE ANNUAL REPORT

 

Documents relating to the Company's Financial Statements shall be available for consultation by shareholders at the Company's Head Office from 28 February to 7 March 2008 at Keilaranta 8, 02150 Espoo and, thereafter, at Keilaranta 21, 02150 Espoo. Copies of these documents shall be sent to shareholders at their request from 28 February 2008 onwards, and shall also be available at the AGM.

 

Neste Oil's printed Annual Report for 2007 will be published during the week commencing 3 March 2008 at the latest, and will be available in electronic format from then on 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 4 March 2008 shall be entitled to attend the Annual General Meeting.

Shareholders with nominee-registered holdings who wish to attend the AGM and exercise their voting rights at the meeting should register their names temporarily with the register of Company shareholders for this purpose. Shareholders wishing to register 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 7 March 2008 at the latest, 
- Via the Company Web site, www.nesteoil.com, following the instructions detailed there, or
- By e-mail, to nesteoil.yhtiokokous@yhteyspalvelut.elisa.fi, or
- By phone, on +358 10 458 9595, or
- By fax, on +358 10 458 9596, or
- By letter, addressed to Neste Oil Corporation, Suvi Åkerblom, POB 95, 00095 NESTE OIL.

All communications related to attending the AGM must reach Neste Oil by 4.00 pm on 7 March 2008 at the latest.

LETTERS OF PROXY

 

Possible letters of proxy are requested to be forwarded to the Company when wishing to attend the AGM to reach the Company by 4.00 pm on 7 March 2008 at the latest.

Espoo, 6 February 2008

Neste Oil Corporation
Board of Directors

 

More information:

Osmo Kammonen, Senior VP Corporate Communications

tel. +358 10 458 4885