Neste Commences Offers to Purchase Outstanding Notes due 2028, 2029 and 2030

Neste Corporation, Stock Exchange Release / Inside Information (notes), 5 May 2026 at 12:00 a.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) (THE “UNITED STATES”) 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”) announces 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 below).

The Tender Offers are being 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 following table sets forth certain information relating to the Notes and the Tender Offers:

Prio-rity	Notes	ISIN / Common Code	Outstanding Nominal Amount1	Maturity Date	Par Call Date	Reference Rate	Pur-chase Spread	Maximum Acceptance Amount2
1	2028 Notes	FI4000496286 / N/A	€500,000,000	25 Mar 2028	25 Dec 2027	2028 Notes Interpolated Mid-Swap Rate	0 bps	Subject to the order of priority described herein, and as otherwise set out in the Tender Offer Memorandum, €500,000,000 in aggregate nominal amount of Notes.3
	2029 Notes	XS2598649254 / 259864925	€500,000,000	16 Mar 2029	16 Dec 2028	2029 Notes Interpolated Mid-Swap Rate	+10 bps
2	2030 Notes	XS3030307865 / 303030786	€700,000,000	20 Mar 2030	20 Dec 2029	2030 Notes Interpolated Mid-Swap Rate	+45 bps

 

¹ As at 5 May 2026.

² Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount.

³  Notwithstanding the Maximum Acceptance Amount, if the Offeror decides to accept any Notes with Priority Level 2 for purchase, the Offeror proposes to accept a maximum of €200,000,000 in aggregate nominal amount of such Notes (being the Priority Level 2 Maximum Acceptance Amount), although, subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to increase or decrease the Priority Level 2 Maximum Acceptance Amount.

Rationale for Tender Offers

The purpose of the Tender Offers is to maintain a prudent and proactive approach towards the management of the Offeror’s interest-bearing liabilities and liquidity base.

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.

Terms of the Tender Offers

Purchase Prices

In respect of each Series, the Offeror will, on the Settlement Date, pay for any Notes of such Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Tender Offer, a purchase price for such Notes (each a “Purchase Price”) to be determined at or around 10.00 a.m. London time / noon Finnish time on 13 May 2026 (the “Pricing Time”) in the manner described in the Tender Offer Memorandum by reference to the applicable “Purchase Yield”, which in respect of each Series shall equal the sum of (i) the relevant Purchase Spread specified in the table above in this announcement; and (ii) the applicable Interpolated Mid-Swap Rate.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of each €1,000 in nominal amount of Notes of the relevant Series accepted for purchase pursuant to the relevant Tender Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield on the Settlement Date to the Maturity Date (in respect of the Domestic Notes) or relevant Par Call Date (in respect of the EMTN Notes) based on the applicable Purchase Yield.  Specifically, the Purchase Price applicable to the Notes of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the Maturity Date (in respect of the Domestic Notes) or relevant Par Call Date (in respect of the EMTN Notes), discounted, in accordance with market convention, to the Settlement Date at a discount rate equal to the applicable Purchase Yield, minus (b) any Accrued Interest for such Series.

Accrued Interest

In addition to the relevant Purchase Price, the Offeror will pay applicable amounts for accrued and unpaid interest, determined in accordance with the terms and conditions of the Notes, up to but not including the Settlement Date, in respect of any Notes which are validly tendered and accepted for purchase in the relevant Tender Offer (the “Accrued Interest”).

Maximum Acceptance Amount

If the Offeror decides to accept any Notes for purchase pursuant to the Tender Offers, the Offeror proposes to accept for purchase an aggregate nominal amount of such Notes of up to €500,000,000 in aggregate nominal amount of Notes (the “Maximum Acceptance Amount”), although the Offeror reserves the right, in its sole discretion, to increase or decrease the Maximum Acceptance Amount.

Priority of Acceptance and Series Acceptance Amounts

If the Offeror decides to accept any Notes for purchase pursuant to the relevant Tender Offer(s), it proposes to accept Notes validly tendered for purchase pursuant to the relevant Tender Offer(s) in the order of priority set out in the table above in this announcement (each a “Priority Level”), beginning with the Notes with Priority Level 1. The Offeror does not intend to accept any valid tenders of Notes shown in the table above in this announcement with a Priority Level of 2 unless it has accepted all valid tenders of Notes shown in the table above in this announcement with a Priority Level of 1 in full, with no pro rata scaling. In the event the Offeror does accept all valid tenders of Notes with a Priority Level of 1 in full, with no pro rata scaling, and the Offeror decides to accept Notes with Priority Level 2 for purchase pursuant to the relevant Tender Offer, then notwithstanding the Maximum Acceptance Amount, the Offeror proposes to accept an aggregate nominal amount of outstanding Notes with Priority Level 2 of up to a maximum of €200,000,000 in aggregate nominal amount of such Notes (the “Priority Level 2 Maximum Acceptance Amount”), although the Offeror reserves the right, subject to applicable law, in its sole and absolute discretion, to increase or decrease the Priority Level 2 Maximum Acceptance Amount. The Offeror will, where applicable, determine the allocation of acceptances of Notes for purchase between the 2028 Notes and the 2029 Notes (which Series each have the same Priority Level) in its absolute discretion where the aggregate nominal amount of Notes tendered for purchase within such Priority Level is greater than the Maximum Acceptance Amount, and reserves the right to accept significantly more or significantly less (or none) of any one such Series as compared to the other Series with the same Priority Level (each of the aggregate nominal amount of the 2028 Notes and the 2029 Notes that the Offeror determines to accept for purchase pursuant to the relevant Tender Offer, together with the aggregate nominal amount of the 2030 Notes, if any that the Offeror decides to accept for purchase pursuant to the Tender Offer for the 2030 Notes (which shall be no greater than the Priority Level 2 Maximum Acceptance Amount), being a “Series Acceptance Amount” for the relevant Series).

Pro Rata Acceptance

The Notes are denominated and, accordingly, can only be tendered in a minimum nominal amount of Notes of €100,000 and integral multiples of €1,000 in excess thereof (in respect of the EMTN Notes) and €100,000 (in respect of the Domestic Notes) in excess thereof.

If the Maximum Acceptance Amount or, as the case may be, the Priority Level 2 Maximum Acceptance Amount is exceeded and the nominal amount of the Notes of any Series validly tendered pursuant to the relevant Tender Offer exceeds the relevant Series Acceptance Amount, such Series of Notes will be subject to pro-ration. In respect of each such Series, the Offeror intends to accept such validly tendered Notes of the relevant Series on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase is no greater than the relevant Series Acceptance Amount. Further details on pro-ration are presented in the Tender Offer Memorandum.

Expiration Deadline

The Tender Offers will expire at 2:00 p.m. London time / 4:00 p.m. Finnish time on 12 May 2026 (the “Expiration Deadline”). The Offeror reserves the right, subject to applicable law, at any time, for any reason, to extend or amend the Expiration Deadline.  Any such extension or amendment will be announced in the manner described in the Tender Offer Memorandum. No tenders will be valid if submitted after the Expiration Deadline.

The Tender Offers are expected to be settled on 18 May 2026 or as soon as reasonably practicable thereafter (the “Settlement Date”), unless the Offeror amends or extends the Settlement Date at its sole discretion.

Indicative timetable for the Tender Offers

Time and Date	Event
Launch Date 5 May 2026	Commencement of the Tender Offers and availability of the Tender Offer Memorandum from the relevant Tender Agent.
Expiration Deadline At 2:00 p.m. London time / 4:00 p.m. Finnish time on 12 May 2026	Final deadline for receipt of valid Tender Instructions by the relevant Tender Agent in order for holders of notes to be able to participate in the relevant Tender Offer. The Offeror may amend the Expiration Deadline or extend it for such period or periods as it may determine in its sole discretion.
Announcement of Indicative Results Prior to the Pricing Time on 13 May 2026	Announcement by the Offeror of a non-binding indication of the level at which it expects to set each Series Acceptance Amount, and indicative details of any pro-ration factor that will be applied to valid tenders of Notes of each Series that will be applied in the event that the Offeror decides to accept valid tenders of Notes of such Series pursuant to the relevant Tender Offers.
Pricing Time At or around 10.00 a.m. London time / noon Finnish time on 13 May 2026	Determination of each Interpolated Mid-Swap Rate, each Purchase Yield and each Purchase Price.
Announcement of Final Results As soon as reasonably practicable after the Pricing Time on 13 May 2026	Announcement of whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Tender Offers and, if so accepted:  (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 (if any) 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.
Settlement Date Expected to be 18 May 2026 or as soon as reasonably practicable thereafter	Expected settlement of the Tender Offers.

 

The above dates and times are subject, where applicable, to the Offeror’s right, in its sole discretion, to extend, amend or terminate any Tender Offer.

Contact Details

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, and questions regarding the procedures for tendering Notes may be directed to, 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 The News Building 3 London Bridge Street London SE1 9SG United Kingdom	Nordea Bank Abp Satamaradankatu 5 Helsinki FI-00020 NORDEA Finland
Tel.:  +44 20 7704 0880 Attn.:  Jacek Kusion Email:  neste@is.kroll.com 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.

If any holder of Notes is in any doubt as to the action it should take or is unsure of the impact of any Tender Offer, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in any Tender Offer. None of the Offeror, the Joint Dealer Managers or the Tender Agents, or any person who controls, or is a director, officer, employee or agent of such persons, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Joint Dealer Managers, the Tender Agents, the Offeror, nor any director, officer, employee, agent or affiliate of any such person makes any recommendation whether holders of Notes should tender or refrain from tendering all or any portion of the nominal amount of their Notes in any Tender Offer and none of them has authorised any person to make any such recommendation.

The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  Tenders will not be accepted from holders of Notes in any jurisdiction in which such offer or solicitation is unlawful.  If a jurisdiction requires that a Tender Offer be made by a licensed broker or dealer and either of the Joint Dealer Managers or any of their respective affiliates is a licensed broker or dealer in that jurisdiction, such Tender Offer shall be deemed to be made by such Joint Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in the jurisdiction where it is so licensed.

Each holder wishing to submit a Tender Instruction in respect of any of the Notes will be deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings in respect of the jurisdictions referred to below and as set out in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to a tender from a holder that is unable to make or give such agreements, acknowledgements, representations, warranties and undertakings will be invalid.

United States: The Tender Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the relevant Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and no Notes can be tendered in any Tender Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States. Any purported tender of Notes in any Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of any Notes made by a person located in the United States or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of Notes participating in a Tender Offer will represent that it is not located in the United States and is not participating in such Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Tender Offer from the United States.  For the purposes of this and the above paragraph, “United States” means 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 and the District of Columbia.

United Kingdom: This announcement and the communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials relating to the Tender Offers are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), persons who fall within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy: None of the Tender Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”). The Tender Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly the holders or beneficial owners of the Notes that are located in Italy can tender some or all of their Notes pursuant to the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offers.

Belgium: The Tender Offers are not extended to Belgian Consumers.  For these purposes, a “Belgian Consumer” has the meaning provided by the Belgian Code of Economic Law, as amended from time to time (Wetboek van 28 februari 2013 van economisch recht / Code du 28 février 2013 de droit economique), being any natural person habitually resident in Belgium and acting for purposes which are outside his/her trade, business or profession.

France: The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only qualified investors (Investisseurs Qualifiés), within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offers.  This announcement and the Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.