Invitation to the Annual General Meeting - Seite 2

             
Contrary to the proposal of the Shareholders' Nomination Board, the State of Finland, which owns 50.1% of the total amount of the company shares and the votes associated with them, has informed the Company on 3 February 2015, in its capacity as shareholder, that it will propose to the AGM that the annual remuneration paid to the members of the Board remain at their current level, i.e. the Chair of the Board of Directors be paid EUR 66,000, the Vice Chair EUR 49,200 and each member EUR 35,400 a year.

11. Deciding the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the number of Board members shall be confirmed at seven.

12. Election of the Chair, the Vice Chair, and the members of the Board of Directors

The Shareholders' Nomination Board proposes to the AGM that the following members of the current Board of Directors - Mr. Jorma Eloranta, Ms. Maija-Liisa Friman, Ms. Laura Raitio, Mr Jean-Baptiste Renard, Mr Willem Schoeber and Ms. Kirsi Sormunen - shall be re-elected, and that the following new member - Mr. Marco Wirén - shall be elected, to sit until the conclusion of the next AGM. The Shareholders' Nomination Board proposes that Mr. Jorma Eloranta continue as Chair and Ms. Maija-Liisa Friman as Vice Chair.

All relevant information regarding the individuals above can be found at the Company's Web site, www.nesteoil.com.
13. Deciding the remuneration of the Auditor

On the recommendation of the Audit Committee, the Board proposes to the AGM that the Auditor's fee shall be paid as invoiced and approved by the Company.

14. Selection of the Auditor

The Board proposes, on the recommendation of the Audit Committee, that the AGM should select PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint Mr. Markku Katajisto, Authorized Public Accountant, as the principally responsible auditor for Neste Oil Corporation. The Auditor's term of office shall end at the conclusion of the next AGM.
             
15.  Amending the Company's Articles of Association

The Board proposes that the AGM should amend the Article 1 of the Company's Articles of Association regarding the company name so that the company name is Neste Oyj, Neste Abp in Swedish and Neste Corporation in English.
             
After the amendment, the Article 1 of the Articles of Association would, in its entirety, be as follows:
             
"1 § Company Name and Domicile