Neste Corporation Announces Final Results for its Tender Offers
Neste Corporation, Stock Exchange Release, 13 May 2026 at 2:00 p.m. (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
Neste Corporation (the "Offeror"), announced on 5 May 2026 that it has separately invited holders of each Series of the Notes (as defined below) (each such invitation a "Tender Offer" and, together, the "Tender Offers") to tender their €500,000,000 0.750 per cent. Green Notes due 25 March 2028 (the "2028 Notes" or the "Domestic Notes"), €500,000,000 3.875 per cent. Green Bonds due 16 March 2029 (the "2029 Notes") and €700,000,000 3.750 per cent. Green Bonds due 20 March 2030 (the "2030 Notes" and, together with the 2029 Notes the "EMTN Notes", and the EMTN Notes together with the Domestic Notes the "Notes" and each a "Series") for purchase for cash up to the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum).
The Tender Offers were made on the terms and subject to the conditions set out in the tender offer memorandum dated 5 May 2026 (the "Tender Offer Memorandum"). Capitalised terms not defined herein have the meaning ascribed to them in the Tender Offer Memorandum.
The Expiration Deadline for the Tender Offers was 2:00 p.m. London time / 4:00 p.m. Finnish time on 12 May 2026. Pricing for the Tender Offers took place at or around 10:00 a.m. London time / noon Finnish time today.
The Offeror hereby informs Noteholders that it will accept for purchase Notes validly tendered in the Tender Offers (subject only to the satisfaction or (if applicable) waiver of the relevant conditions set out in the Tender Offer Memorandum on or prior to the Settlement Date) and set out in the table below is: (i) each Series Acceptance Amount; (ii) the aggregate nominal amount of Notes tendered for purchase pursuant to each Tender Offer; (iii) each Purchase Yield; (iv) each Interpolated Mid-Swap Rate; (v) each Purchase Price; (vi) the pro-ration factor that will be applied to valid tenders of Notes of each Series; and (vii) the aggregate nominal amount of each Series of the Notes that remain outstanding following settlement of the Tender Offers.
| Notes | ISIN / | Purchase Spread | Interpolated Mid-Swap | Pur-chase Yield | Purchase Price | Aggregate nominal | Series Acceptance Amount | Pro-ration Factor | Aggregate |
| 2028 Notes | FI4000496286 / N/A | 0 bps | 2.865% | 2.865% | 96.236% | EUR 238,400,000 | EUR 238,400,000 | N/A | EUR 261,600,000 |
| 2029 Notes | XS2598649254 / 259864925 | +10 bps | 2.885% | 2.985% | 102.181% | EUR 232,777,000 | EUR 232,777,000 | N/A | EUR 267,223,000 |
| 2030 Notes | XS3030307865 / 303030786 | +45 bps | 2.897% | 3.347% | 101.345% | EUR 442,558,000 | EUR 28,823,000 | 8.636% | EUR 671,177,000 |
The Offeror will also pay Accrued Interest in respect of the Notes purchased pursuant to the Tender Offers.
The Settlement Date for the Tender Offers is expected to be 18 May 2026.
Notes purchased by the Offeror pursuant to the Tender Offers will be cancelled (or nullified as the case may be) and will not be re-issued or re-sold. Notes that have not been validly tendered and accepted for purchase and cancelled (or nullified as the case may be) pursuant to the Tender Offers will remain outstanding.
The Tender Offers have now expired and no further Notes can be tendered for purchase.
Joint Dealer Managers
Citigroup Global Markets Europe AG and Nordea Bank Abp (the "Joint Dealer Managers") are acting as Joint Dealer Managers for the Tender Offers. Investors with questions may contact the Joint Dealer Managers at the addresses and numbers shown below:
| Citigroup Global Markets Europe AG Börsenplatz 9 60313 Frankfurt am Main Germany | Nordea Bank Abp Satamaradankatu 5 Helsinki FI-00020 NORDEA Finland |
| Tel.:+44 20 7986 8969 Attn.:Liability Management Group Email:liabilitymanagement.europe@citi.com | Tel.:+45 61 61 29 96 Attn.:Nordea Liability Management Email:Nordealiabilitymanagement@nordea.com |
Tender Agents
Copies of the Tender Offer Memorandum can be requested from, in respect of the EMTN Notes, the EMTN Notes Tender Agent or, in respect of the Domestic Notes, the Domestic Notes Tender Agent, at the addresses and numbers shown below:
| EMTN Notes Tender Agent | Domestic Notes Tender Agent |
| Kroll Issuer Services Limited 3 London Bridge Street | Nordea Bank Abp Satamaradankatu 5 Helsinki |
| Tel.:+44 20 7704 0880 Website:https://deals.is.kroll.com/neste | Email:issuerservices.fi@nordea.com |
Neste Corporation
Hanna Maula
Senior Vice President, Communications, Marketing, Sustainability and Public Affairs
Further information
Please contact Neste's media service, tel. +358 800 94025 / media@neste.com (weekdays from 8.30 a.m. to 4.00 p.m. EET). Please subscribe to Neste's releases at https://www.neste.com/media/subscribe.
Neste in brief
Neste (NESTE, Nasdaq Helsinki) is the world's leading producer of renewable diesel and sustainable aviation fuel (SAF), with production on three continents. The company's renewables production capacity is expected to reach 6.8 million tons annually in 2027. Neste also produces high-quality oil products at its Porvoo refinery in Finland. The company has a network of nearly 1,000 fuel stations with expanding service offering, such as EV charging, in Finland and in the Baltics. Neste's strategy focuses on growth in renewable fuels, which help its customers to reduce their greenhouse gas emissions. Neste is included in many international indices for its sustainability performance. In 2025, Neste's revenue stood at EUR 19.0 billion. Read more: neste.com
Important Information
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to any Tender Offer.