Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors

Neste Corporation
Stock Exchange Release
31 January 2018 at 9.10 am. (EET)

Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors

The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, proposes to the AGM to be held on 5 April 2018 that the company's Board of Directors shall comprise the following members:

The Shareholders' Nomination Board proposes that the Vice Chair of the Board of Directors Mr. Matti Kähkönen shall be elected as the new Chair of the Board of Directors. In addition, the current Board Members Ms. Martina Flöel, Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber, and Mr. Marco Wirén shall be re-elected for a further term of office. The Nomination Board further proposes that Ms. Rautio shall be elected as the new Vice Chair of the Board.

The Shareholders' Nomination Board further proposes that the Board shall have eight members and that Ms. Elizabeth (Elly) Burghout (BSc, Chemical Engineering) and Mr. Jari Rosendal (M.Sc. Eng.) shall be elected as new members. Brief presentations and photos of the proposed new members are attached to this release.

All of those concerned have given their consent to serving on the Board and are considered to be independent of the company and its major shareholders.

"The Nomination Board has evaluated that in line with the Company's key strategic goals, Neste's Board of Directors needs members who are experienced in leading and developing international businesses, and who have been accountable for their profits. We believe that our proposal answers to this need. Also, this proposal reflects the ideal of renewing the Board from time to time, regardless of the current Board's success," says Mr. Pekka Timonen, Chair of the Nomination Board.

The Chair of the Board of Directors Mr. Jorma Eloranta has informed that he will not be available for re-election. "On behalf of the Nomination Board, I wish to thank Jorma Eloranta for his strategic and constructive contribution first as the Vice Chair of the Board and after that for six years as the Chair. The quality of his work can be seen for example in the fact that during Mr. Eloranta's tenure as Chair, Neste's market value has increased by more than sixfold to the current EUR 14 billion," Timonen says.

The Shareholders' Nomination Board did not make a proposal for the remuneration paid to the Board of Directors for their following term of office. The Chair of the Nomination Board has notified the Nomination Board and the Company that at the Annual General Meeting, the State of Finland will propose that the remuneration shall remain unchanged.

The remuneration paid to the Board of Directors at the moment is as follows:

Chair, EUR 66,000/year
Vice Chair, EUR 49,200/year
Member, EUR 35,400/year.

In addition to the annual fee, members of the Board of Directors would receive a meeting fee of EUR 600 for each meeting held in the member's home country and EUR 1,200 for each meeting held in another country, plus compensation for expenses pertaining to the company's travel guidelines. The meeting fee for telephone meetings will be paid, according to the fee payable for meetings held in each member's home country.

The Shareholders' Nomination Board was appointed on 6 September 2017. In accordance with a decision made by the AGM, the Nomination Board consisted of representatives of the company's three largest shareholders, as of the first weekday in September: Pekka Timonen (Chair of the Nomination Board), Director General of the Ministry of Economic Affairs and Employment representing the State of Finland; Timo Ritakallio, President and CEO of Ilmarinen Mutual Pension Insurance Company; Elli Aaltonen, Director General of Kela; and Jorma Eloranta as the Chair of Neste's Board of Directors. The Nomination Board was unanimous in its proposals for the Board's composition and the number of members in the Board.

Career and other relevant information on all those proposed for Board service can be found at www.neste.com.

Neste Corporation

Kaisa Lipponen
Director, Corporate Communications

Further information: Director General Pekka Timonen, Chair of the Nomination Board, tel. +358 50 582 2284

Neste in brief

Neste (NESTE, Nasdaq Helsinki) builds sustainable solutions for the needs of transport, businesses and consumers. Our global range of products and services allows customers to reduce their carbon footprint by combining high-quality and low-emission renewable products and oil products to tailor-made service solutions. We are the world's largest producer of renewable diesel refined from waste and residues, and we are also bringing renewable solutions to the aviation and plastics industries. We want to be a reliable partner whose expertise, research and sustainable practices are appreciated worldwide. In 2016, Neste's net sales stood at EUR 11.7 billion. In 2018, Neste placed 2nd on the Global 100 list of the most sustainable companies in the world. Read more: neste.com