Neste Oyj — Capital/Financing Update 2026

May 5, 2026

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

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 Notes ISIN / Outstanding Maturity Par Call
Reference Pur Maximum
-rity Common Code Nominal Date Date Rate
-chase Acceptance
Amount[1]
Spread Amount[2]
1 2028 Notes FI4000496286 €500,000,000 25 25 2028
Notes 0 bps Subject to
/ N/A Mar Dec
Interpolated the order of
2028 2027 Mid
priority
-Swap
Rate described

herein, and

as otherwise

set out in

the Tender

Offer

Memorandum,

€500,000,000

in aggregate

nominal

amount of

Notes.[3]
2029 XS2598649254 €500,000,000 16 16 2029 Notes +10 bps
Notes / 259864925 Mar Dec Interpolated
2029 2028 Mid
-Swap Rate
2 2030 Notes XS3030307865 €700,000,000 20 20 2030
Notes +45
/ 303030786 Mar Dec
Interpolated bps
2030 2029 Mid
-Swap
Rate

[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 Commencement of the Tender Offers and
availability of the Tender Offer
5 May 2026 Memorandum from the relevant Tender
Agent.
Expiration Deadline Final deadline for receipt of valid
Tender Instructions by the relevant
At 2:00 p.m. London time / 4:00 p.m. Tender Agent in order for holders of
Finnish time on 12 May 2026 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 Announcement by the Offeror of a non
-binding indication of the level at
Prior to the Pricing Time on 13 May which it expects to set each Series
2026 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 Determination of each Interpolated Mid
-Swap Rate, each Purchase Yield and
At or around 10.00 a.m. London time / each Purchase Price.
noon Finnish time on 13 May 2026
Announcement of Final Results Announcement of whether the Offeror
will accept valid tenders of Notes
As soon as reasonably practicable pursuant to all or any of the Tender
after the Pricing Time on 13 May 2026 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 settlement of the Tender
Offers.
Expected to be 18 May 2026 or as soon
as reasonably practicable thereafter

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 Nordea Bank Abp
Börsenplatz 9 Satamaradankatu 5

60313 Frankfurt am Main Helsinki
FI-00020 NORDEA
Germany Finland
Tel.:  +44 20 7986 8969 Tel.:  +45 61 61 29 96
Attn.:  Liability Management Group Attn.:  Nordea Liability Management
Email:  Email:
liabilitymanagement.europe@citi.com 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 Nordea Bank Abp
Satamaradankatu 5
The News Building
Helsinki
3 London Bridge Street FI-00020 NORDEA
Finland
London SE1 9SG

United Kingdom
Tel.: +44 20 7704 0880 Email: issuerservices.fi@nordea.com
Attn.: Jacek Kusion
Email: neste@is.kroll.com

Website: https://deals.is.kroll.com/neste

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.