Proposals by the Board of Directors

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.

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.

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.

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
The company name of the Company is Neste Oyj, Neste Abp in Swedish, and Neste Corporation in English.
The Company is domiciled in Espoo.”

Authorizing the Board of Directors to decide the buyback of Company shares

The Board proposes that the AGM should authorize the Board to purchase Company shares (‘Buyback authorization’) under the following terms:

Under this buyback authorization, the Board shall be authorized to decide the purchase of and/or take as security a maximum of 1,000,000  Company shares using the Company’s unrestricted equity. The number of shares shall be equivalent to approximately 0.39% of the Company’s total shares.

Shares may be purchased in one or more lots. The purchase price shall be at least the lowest price paid for Company shares in regulated trading at the time of purchase and no more than the highest price paid for Company shares in regulated trading at the time of purchase. In connection with the buyback of Company shares, derivative, share lending, or other agreements that are normal within the framework of capital markets may take place in accordance with legislative and regulatory requirements and at a price determined by the market. The authorization shall allow the Board to decide to purchase shares otherwise than in proportion to shareholders' current holdings (directed buyback).

Shares so purchased can be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program, or be retained, conveyed, or cancelled by the Company.  

The Board of Directors shall decide the other terms related to the buyback of Company shares. The buyback authorization shall remain in force for eighteen (18) months from the decision taken by the AGM. The Buyback authorization cancels previous buyback authorizations.

Authorizing the Board of Directors to decide the conveyance of treasury shares

The Board proposes that the AGM should authorize the Board to decide the conveyance of the treasury shares held by the Company under the following terms:

Under this authorization, the Board shall be authorized to take one or more decisions concerning the distribution of the treasury shares held by the Company, with the proviso that the number of shares thereby conveyed totals a maximum of 2,000,000 shares, equivalent to approximately 0.78% of all the Company’s shares.

The treasury shares held by the Company can be distributed to the Company’s shareholders in proportion to the shares they already own or via a directed share issue that bypasses shareholders’ pre-emptive rights if the Company has a weighty financial reason for doing so, such as using the shares in question as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, or as part of the Company’s incentive program.

The treasury shares held by the Company can be conveyed against payment or distributed free of charge. A directed share issue can only be made free of charge if there is a particularly weighty financial reason, in respect of the Company’s interests and those of all its shareholders, for doing so.

The Board will also be responsible for the other terms and conditions of a share issue. The authorization shall remain in force until 30 June 2018.

In Espoo 3 February 2015

Neste Oil Corporation
Board of Directors