Invitation to the Annual General Meeting

Neste Oil Corporation
Stock Exchange Release
4 February 2015 at 9.30 a.m. (EET)

                                                                                               
Invitation to the Annual General Meeting

Neste Oil Corporation's shareholders are hereby invited to the Annual General Meeting to be held on Wednesday, 1 April 2015, beginning at 11.00 a.m. EET, in the Congress Wing of the Helsinki Fair Centre at Messuaukio1, Helsinki. Registration and the distribution of voting papers will begin at 10.00 a.m. EET.

A.  Matters to be discussed and the agenda

The following matters will be discussed and decided at the AGM:

1.    Opening of the meeting

2.    Matters of order for the meeting

3.    Selection of the examiners of the minutes and the supervisors for counting the votes

4.    Establishing the legality of the meeting

5.    Confirmation of shareholders present and the voting list

6.    Presentation of the Financial Statements for 2014, including also the Consolidated Financial Statements, the Review by the Board of Directors, and the Auditor's Report
-        Review by the President & CEO

7.    Adoption of the Financial Statements, including also the adoption of the Consolidated Financial Statements

8.    Use of the profit shown in the Balance Sheet and deciding the payment of a dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.65  per share should be paid on the basis of the approved balance sheet for 2014. The dividend will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Ltd. on the record date set for payment of the dividend, which shall be Tuesday, 7 April 2015. The Board proposes to the AGM that payment shall be made on 14 April 2015.

9.    Discharging the members of the Board of Directors and the President & CEO from liability

10. Deciding the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the annual remuneration paid to the Chair of the Board of Directors, the Vice Chair, and the other members of the Board for their term of office lasting until the conclusion of the next AGM shall be EUR 84,000 a year for the Chair, EUR 55,000 a year for the Vice Chair, and EUR 42,000 a year for the other members each. However, should a Board member act as Chair of the Board's Audit Committee, he or she shall receive the same annual fee as the Board's Vice Chair. In addition, members of the Board of Directors would receive an attendance payment of EUR 600 for each Board or Committee meeting held in the member's home country and 1,200 EUR for each Board or Committee meeting held in another country, plus compensation for expenses in accordance with the Company's travel policy.