Invitation to the Annual General Meeting

Neste Oil Corporation's shareholders are hereby invited to the Annual General Meeting to be held on Friday, 3 April 2009, beginning at 11.00 am EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio 1, Helsinki, Finland. Registration and the distribution of voting papers will begin at 10.00 am.

 

 

The following matters will be presented at the AGM:

 

 

 

 

 

 

            - Review by the President & CEO

 

 

 

The Board of Directors will propose to the AGM that a dividend of €0.80 per share shall be paid on the basis of the approved balance sheet for 2008. This will be paid to all shareholders in the list of shareholders maintained by Euroclear Finland Oy (previously known as the Finnish Central Securities Depository) on the record date set for payment of the dividend, which shall be Wednesday 8 April 2009. The Board will propose that payment shall be made on Friday 17 April 2009.

 

 

 

 

 

 

The Nomination Committee will propose to the AGM that the annual remuneration paid to the Chairman of the Board of Directors, the Vice Chairman, and Board members for the term of office lasting until the conclusion of the next AGM shall remain unchanged, in other words that the Chairman shall receive €66,000 a year, the Vice Chairman €49,200 a year, and other members €35,400 a year each. In addition, an attendance payment of €600 per meeting shall be made to Board members attending meetings of the Board and its committees, and members' expenses reimbursed in accordance with the Company's travel policy. The attendance payment shall be doubled, to €1,200 per meeting, for members of the Board living outside Finland.

 

 

The Nomination Committee will propose to the AGM that the number of Board members shall be confirmed at eight.

 

 

The Nomination Committee will propose to the AGM that the following members of the existing Board of Directors, Timo Peltola, Mikael von Frenckell, Michiel Boersma, Ainomaija Haarla, Nina Linander, Markku Tapio, and Maarit Toivanen-Koivisto, shall be re-elected to sit until the next AGM and that Hannu Ryöppönen shall be elected as a new member. The Nomination Committee will propose that Mr. Timo Peltola shall continue as Chairman and that Mr. Mikael von Frenckell shall continue as Vice Chairman.

 

All information of relevance regarding the individuals proposed with respect to their serving on the Board can be found at the Company's Web site at www.nesteoil.com.

 

 

The Board will propose, on the recommendation of the Audit Committee, that the Auditor's costs be paid as invoiced and approved by the Company.

 

 

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

 

 

 

The Prime Minister's Office, which represents the State of Finland in its capacity as a shareholder, will propose that the AGM 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. The Nomination Committee shall comprise representatives of the Company's three largest shareholders and shall also include, as expert members, the Chairman of the Board, together with one member elected by the Board from among its members unaffiliated with any of the Company's major shareholders. The right to appoint the shareholder representatives on the Committee shall lie with the three shareholders holding the largest number of votes associated with all the Company's shares on the second 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 the 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 30 October 2009 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.

 

 

The content of this proposal can be consulted at the Company's Web site: www.nesteoil.com.

 

 

 

 

The proposals to be put to the Annual General Meeting detailed above, together with this invitation, shall be available for consultation at Neste Oil Corporation's Web site at www.nesteoil.com. Neste Oil Corporation's Annual Report, containing the Company's Financial Statements, Review by the Board of Directors, Auditor's Report, and a Statement by the Supervisory Board, shall be available at the site referred to above by the week beginning 2 March 2009 at the latest. The documents mentioned above shall also be available for consultation by shareholders from 2 March 2009 onwards at the Company's Head Office at Keilaranta 21, 02150 Espoo, and shall also be available for consultation at the meeting. Copies of these documents will be sent to shareholders requesting them. The minutes of the meeting will be available on the Internet at the site referred to above from 17 April 2009 onwards.

 

 

 

 

All shareholders included in the list of Company shareholders maintained by Euroclear Finland Oy (previously known as the Finnish Central Securities Depository) on the record date of Tuesday, 24 March 2009 shall be entitled to attend the Annual General Meeting. Shareholders with shares registered in his or her own account are automatically registered in the list of Company shareholders.

 

Shareholders wanting to attend the AGM should make their wish known by 4.00 pm EET on 27 March 2009 at the latest. Registrations will be processed from 16 February 2009 onwards. Shareholders can register for the AGM:

 

- 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 (Monday-Friday, 7.30 am - 6.00 pm EET), or

- By letter, addressed to Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL,

  Finland

 

When registering, shareholders should provide their name, social security number, address, telephone number, and the name of anyone assisting them. Personal information provided to Neste Oil Corporation will only be used for the purposes of the AGM and registration at the meeting.

 

Shareholders at the Annual General Meeting shall be entitled under Section 5, subsection 25 of the Companies Act to pose questions to the meeting on the matters listed in the agenda.

 

 

 

Shareholders are entitled to participate and make use of their rights as shareholders at the Annual General Meeting by proxy.

 

A person holding a shareholder's proxy should be in possession of a dated letter of proxy or otherwise be able to show that he or she is entitled to act in this capacity on behalf of a shareholder.

 

Originals of letters of proxy should be sent where appropriate to Neste Oil Corporation, Marja Telenius, POB 95, 00095 NESTE OIL, Finland to reach the company before the end of registration.

 

 

 

Shareholders with nominee-registered holdings who wish to attend the AGM should ensure that they are included in the list of Company shareholders on the record date set for the AGM, which will be 24 March 2009.

 

Shareholders with nominee-registered holdings are encouraged to request their trustees for the necessary instructions concerning registration with the list of shareholders, letters of proxy, and registration at the meeting. Further information can also be found at the Company's Web site, www.nesteoil.com.

 

 

 

The total number of shares and votes in Neste Oil Corporation was 256,403,686 as of the date of this invitation, 4 February 2009.

 

 

Espoo, 4 February 2009

 

Neste Oil Corporation

Board of Directors

 

 

 

Neste Oil in brief

 

Neste Oil Corporation is a refining and marketing company concentrating on low-emission, high-quality traffic fuels. The company's strategy is based on growing both its oil refining and premium-quality renewable diesel businesses. Neste Oil's refineries are located in Porvoo and Naantali and have a combined crude oil refining capacity of approx. 260,000 barrels a day. The company had net sales of EUR 15 billion in 2008 and employs around 5,200 people. Neste Oil's share is listed on the NASDAQ OMX Helsinki. www.nesteoil.com.