RESOLUTIONS TAKEN BY NESTE OIL'S ANNUAL GENERAL MEETING

Neste Oil Corporation's Annual General Meeting (AGM) held today adopted the income statement and balance sheet of the parent company and the Group for 2005 and discharged Neste Oil's Supervisory Board, Board of Directors, and the President & CEO from liability for 2005.

 

 

Dividend

 

The AGM also approved the Board of Directors' proposal regarding the distribution of the company's profit, sanctioning payment of a dividend of EUR 0.80 per share. This will be paid to all shareholders included in the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend: 27 March 2006. Payment will be made on Monday, 3 April 2006.

 

 

Composition and remuneration of the Board of Directors

 

Neste Oil's Board of Directors was reelected for a further term of office in accordance with the proposal made by the AGM's Nomination Committee. The Chairman and Vice Chairman will continue as before.

 

The Board comprises eight members: Mr Timo Peltola (Chairman), retired CEO of Huhtamäki Corporation; Mr Mikael von Frenckell (Vice Chairman), Partner of Sponsor Capital; Ms Ainomaija Haarla, VP in the Business Development of UPM-Kymmene Group; Mr Kari Jordan, President & CEO of Metsäliitto Group; Mr Juha Laaksonen, CFO of Fortum Corporation; Ms Nina Linander, Member of the Board of Opcon AB; Mr Pekka Timonen, Advisor for state ownership policy at the Finnish Ministry of Trade and Industry; and Ms Maarit Toivanen-Koivisto, CEO of Onvest Oy.

 

The Board members are presented  on the Company's website at www.nesteoil.com. The Board's term of office will last until the end of the next AGM.

 

As proposed, the remuneration paid to the Board remains unchanged as follows:

- Chairman           EUR 55,000 a year
- Vice Chairman      EUR 42,000 a year
- members            EUR 30,000 a year.

 

Those participating in Board meetings and meetings convened by the Board's committees receive a payment of EUR 500 a meeting.

 

 

Composition and remuneration of the Supervisory Board

 

The members of Neste Oil's Supervisory Board were also reelected to another term of office.

 

The Supervisory Board comprises eight members: Mr Klaus Hellberg (Chairman), Member of the Finnish Parliament; Mr Markku Laukkanen (Vice Chairman), Member of the Finnish Parliament; Mr Mikael Forss, Director at the Social Insurance Institution of Finland; Ms Heidi Hautala, Member of the Finnish Parliament; Ms Satu Lähteenmäki, Professor at Turku School of Economics and Business Administration; Mr Markus Mustajärvi, Member of the Finnish Parliament; Mr Juhani Sjöblom, Member of the Finnish Parliament; and Ms Jutta Urpilainen, Member of the Finnish Parliament.

 

No changes were made to the remuneration paid to the Supervisory Board, which remains as follows:

- Chairman           EUR 1,000 a month
- Vice Chairman      EUR 600 a month

- members            EUR 500 a month.

 

Those participating in Supervisory Board meetings receive a payment of EUR 200 a meeting.

 

 

Company Auditor

 

In accordance with a proposal by the Board of Directors, the company's current Auditor, PricewaterhouseCoopers Oy, Authorized Public Accountants, were appointed as Auditor until the end of the next AGM. Payment for their services shall be made in accordance with their invoice.

 

 

AGM's Nomination Committee

 

Following a proposal by the Ministry of Trade and Industry, representing the Finnish State, the AGM decided to establish a Nomination Committee to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nomination Committee will 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 lies 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 Board of Directors will be responsible for convening the Committee, and the Committee's members will appoint a Chairman from among themselves. The Nomination Committee will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.

 

Lagman Pekka Merilampi served as Chairman of Neste Oil's AGM.

 

 

Neste Oil Corporation

Osmo Kammonen

Senior Vice President, Communications

 

 

Neste Oil Corporation is an 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 in 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.