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Neste Oyj — Capital/Financing Update 2026
May 13, 2026
3230_rns_2026-05-13_1097c136-3676-4c23-94c6-5f234f8a23d2.html
Capital/Financing Update
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Neste Corporation Announces Final Results for its Tender Offers
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 Interpolated Pur Purchase Aggregate
Series Pro Aggregate
Common Code Spread Mid-Swap -chase Price nominal
Acceptance -ration nominal
Rate Yield amount
Amount amount that
tendered
remain
for
Factor outstanding
purchase
following
settlement
2028 FI4000496286 0 bps 2.865% 2.865% 96.236% EUR EUR
N/A EUR
Notes / N/A 238,400,000
238,400,000 261,600,000
2029 XS2598649254 +10 bps 2.885% 2.985% 102.181% EUR EUR
N/A EUR
Notes / 259864925 232,777,000
232,777,000 267,223,000
2030 XS3030307865 +45 bps 2.897% 3.347% 101.345% EUR EUR
8.636% EUR
Notes / 303030786 442,558,000
28,823,000 671,177,000
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 Nordea Bank Abp
Börsenplatz 9 Satamaradankatu 5
60313 Frankfurt am Main Helsinki
Germany FI-00020 NORDEA
Finland
Tel.:+44 20 7986 8969 Tel.:+45 61 61 29 96
Attn.:Liability Management Group Attn.:Nordea Liability Management
Email:[email protected]
Email:[email protected]
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 Nordea Bank Abp
The News Building
Satamaradankatu 5
3 London Bridge Street
London SE1 9SG Helsinki
United Kingdom FI-00020 NORDEA
Finland
Tel.:+44 20 7704 0880 Email:[email protected]
Attn.:Jacek Kusion
Email:[email protected]
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 / [email protected]
(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 (https://www.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.