SOURCE: Neste Oil Oyj

March 21, 2007 12:21 ET

Decisions Taken by Neste Oil's Annual General Meeting

ESPOO, FINLAND -- (MARKET WIRE) -- March 21, 2007 -- Neste Oil Corporation's Annual General Meeting (AGM), held today at the Helsinki Fair Centre, adopted the company's financial statements and consolidated financial statements for 2006 and discharged Neste Oil's Supervisory Board, Board of Directors, and President & CEO from liability for 2006.

Dividend of EUR 0.90 per share

The AGM also approved the Board of Directors' proposal regarding the distribution of the company's profit, sanctioning payment of a dividend of EUR 0.90 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, which shall be 26 March 2007. Payment will be made on Monday, 3 April 2007.

Composition and remuneration of the Board of Directors

In accordance with the proposal made by the AGM Nomination Committee, the AGM decided that the Board of Directors will comprise eight members, and the following were reelected: Mr. Timo Peltola as Chairman, Mr. Mikael von Frenckell as Vice Chairman, and Ms. Ainomaija Haarla, Ms. Nina Linander, Mr. Pekka Timonen, and Ms. Maarit Toivanen-Koivisto as members. The following new members were elected, also in accordance with the proposal made by the AGM Nomination Committee: Mr. Antti Tanskanen and Mr. Michael A.M. Boersma. A more detailed presentation of the Board can be consulted at the company's website, The Board's term of office will last until the end of the next AGM.

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

* Chairman                 EUR 55,000 a year
* Vice Chairman            EUR 42,000 a year
* members                  EUR 30,000 a year
In addition, those participating at Board meetings and meetings convened by the Board's committees will receive a payment of EUR 500 a meeting. This payment will be doubled for Board members living outside Finland.

Composition and remuneration of the Supervisory Board

The AGM rejected the proposal put forward by George Jauhiainen, one of the company's shareholders, that the Supervisory Board should be abolished. The AGM confirmed that the Supervisory Board comprises eight members and reelected the following members to another term of office: Mr. Klaus Hellberg (Chairman), Mr. Markku Laukkanen (Vice Chairman), Mr. Mikael Forss, Ms. Heidi Hautala, Ms. Satu Lähteenmäki, Mr. Markus Mustajärvi, and Ms. Jutta Urpilainen. Ms. Marjo Matikainen-Kallström was elected as a new member.

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
In addition, those participating at Supervisory Board meetings receive a payment of EUR 200 a meeting.

Company Auditor

In accordance with a proposal by the Board of Directors, Ernst & Young Oy, Authorized Public Accountants, were appointed as the company's Auditor, with Authorized Public Accountant Anna-Maija Simola as Auditor, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice.

Changes to the Articles of Association

The AGM decided to amend Neste Oil Corporation's Articles of Association in accordance with a proposal by the Board of Directors as follows:

1. Article 3 covering maximum and minimum equity, and Section
   4 covering the number of shares, have been removed.

2. Article 5 was amended to state that the company's shares are
   included in the book-entry securities system legislated under
   the Finnish Act on Book-entry Securities. The other clauses
   in the section have been removed.

3. Subsection 4 of Article 6 has been amended to comply with the
   requirements of the new Companies Act, and now states that the
   Supervisory Board is responsible for supervising the management
   of the company, which is the responsibility of the Board of
   Directors and the President and CEO, and for providing the
   Annual General Meeting with a statement on the financial
   statements, the review by the Board of Directors, and the
   auditor's report.

4. Articles 8 and 10 were amended to reflect the terminology
   contained in the new Companies Act in respect of persons
   granted the right to represent the company.

5. Clauses 1 and 3 of Subsection 2 of Article 14 were amended to
   state that the Annual General Meeting shall consider financial
   statements that include the company's consolidated financial
   statements, together with the Board's review, and the
   Supervisory Board's statement on the financial statements,
   the review by the Board of Directors, and the auditor's report;
   and Clauses 4 and 5 were amended to state that the General
   Meeting shall decide the adoption of the financial statements,
   including the adoption of the consolidated financial
   statements, and the distribution of the profit shown in the
   balance sheet.

6. Article 15 covering the obligation to redeem company shares
   has been removed.
The company's complete Articles of Association can be consulted at

AGM Nomination Committee

Following a proposal by the Ministry of Trade and Industry, representing the Finnish State, the AGM decided to establish a Nominations Committee to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nominations 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 will lie 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 representative, this right shall pass to the next-largest shareholder. The company's largest shareholders shall be determined on the basis of the information on holdings registered in the book-entry system, with the proviso that the holdings of a shareholder required under securities legislation to flag certain changes in his holdings, and with shares spread across a number of funds, for example, shall be combined if the shareholder informs the company of his wishes to this effect in writing by 31 October 2007. 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 Nominations Committee will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.

The AGM was unanimous in its decisions, with the exception of shareholder George Jauhiainen's proposal that the Supervisory Board should be abolished. The proposal was rejected in a vote, in which 1.68% of votes were cast in favor and 98.32% against.

The minutes of the Annual General Meeting will be available at the company's head office in two weeks time.

Neste Oil Corporation
Osmo Kammonen
Senior Vice President, Communications
Neste Oil Corporation is a refining and marketing company focused on advanced, clean traffic fuels, with a strategy that prioritizes growing its refining and premium-quality biodiesel businesses. Neste Oil's refineries are located at Porvoo and Naantali in Finland, and have a total refining capacity of approx. 250,000 bbl/d. The company's sales totaled EUR 12.7 billion in 2006, and it employs around 4,700 people. Neste Oil is listed on the Helsinki Stock Exchange. For further information, see

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