09 February 2007

NESTE OIL'S BOARD OF DIRECTORS' PROPOSALS TO THE AGM

Published in Releases and news
Neste Oil Corporation's Board of Directors will propose to the Annual General Meeting to be held in the Congress Wing of the Helsinki Fair Centre at 2.00 pm on 21 March 2007 that Neste Oil should pay a dividend of EUR 0.90 for the 2006 financial year, equivalent to a total of EUR 231 million. The Board will also propose that Ernst & Young Oy, Authorized Public Accountants, should be appointed as the Company's Auditors, with Ms Anna-Maija Simola as Auditor. In addition, the Board will propose various amendments to the Company's Articles of Association.
 
The Board will propose that the Company's current Articles of Association should be amended as follows:
 
1. That Article 3 covering the Company's minimum and maximum share capital, and Article 4 covering the number of
    shares, should be removed.
 
2. That Article 5 should state that shares come under the book-entry securities system covered by the Act on Book
    entry Securities, and that the other parts of the Article should be removed.
 
3. That Subsection 4 of Article 6 should be amended in line with the new Companies Act to state that the task of the
    Supervisory Board is to monitor the administration of the Company that is the responsibility of the Board of
    Directors and the President & CEO, and to provide the Annual General Meeting of Shareholders with a statement
    on the Company's Financial Statements, Review by the Board of Directors, and Auditors' Report.
 
4. That Articles 8 and 10 should use the term 'right of representation of the Company', in line with the new
    Companies Act rather than the current 'authorization to sign for the Company'.
 
5. That Clauses 1 and 3 of Subsection 2 of Article 14 should be amended to state that the Annual General Meeting of
    Shareholders shall be presented with financial statements for the year, that also include Consolidated Financial
    Statements, and a Review by the Board of Directors and the statement of the Supervisory Board on the financial
    statements, the Review by the Board of Directors and the Auditors' Report; and that Clauses 4 and 5 should be
    amended to state that the Annual General Meeting shall make decisions on adoption of the Financial Statements
    covering also the adoption of Consolidated Financial Statements and on the distribution of the profit for the year
    shown in the Balance Sheet.
 
6. That Article 15 covering the redemption requirement associated with shares should be removed, as corresponding
    mandatory legislation is contained in the Securities Markets Act.

 
Neste Oil Corporation
Osmo Kammonen
Senior Vice President, Communications
 
 
Neste Oil Corporation is a refining and marketing company focused on advanced, clean traffic fuels, with a strategy that prioritizes growing its refining and premium-quality biodiesel businesses. Neste Oil's refineries are located in Porvoo and Naantali in Finland, and have a total refining capacity of approx. 250,000 bbl/d. The company employs around 4,700 people. Neste Oil is listed on the Helsinki Stock Exchange. For further information, see www.nesteoil.com.