Neste Corporation Considers Issuance of New Notes and Announces Tender Offers of its Outstanding Notes Maturing in September 2019 and March 2022

Neste Corporation
Stock Exchange Release
18 May 2017 at 1.30 pm (EET)

Neste Corporation Considers Issuance of New Notes and Announces Tender Offers of its Outstanding Notes Maturing in September 2019 and March 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES , THE TENDER OFFERS  OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Neste Corporation (the "Company") announces its intention to issue new euro-denominated fixed rate notes (the "New Notes").  The Company also announces today that it invites the holders of the EUR 400,000,000 4.00 per cent. notes due 18 September 2019 (ISIN: FI4000047360) (the "2019 Notes") and EUR 500,000,000 2.125 per cent. notes due 17 March 2022 (ISIN: FI4000148671) (the "2022 Notes", and together with the 2019 Notes, the "Notes"), issued by the Company, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 18 May 2017 (the "Tender Offer Memorandum") (the "Tender Offers").

The Company proposes to accept for purchase in the Tender Offers (i) any and all of the 2019 Notes validly tendered and (ii) the 2022 Notes up to an aggregate nominal amount of EUR 400,000,000 less the nominal principal amount of the 2019 Notes validly tendered and accepted for purchase pursuant to the 2019 Tender Offer, although the Company reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. Acceptance of the 2019 Notes will not be subject to any pro rata scaling. If the Company decides to accept for purchase valid tenders of the 2022 Notes pursuant to the 2022 Tender Offer and the aggregate principal amount of the 2022 Notes validly tendered pursuant to the 2022 Tender Offer is greater than the amount subject to the 2022 Tender Offer (the "2022 Final Acceptance Amount"), the Company intends to accept such 2022 Notes for purchase on a pro rata basis.

Whether the Company will accept for purchase any Notes validly tendered in the Tender Offers is subject (unless such condition is waived by the Company on its sole and absolute discretion), without limitation, to the completion of the issue the New Notes.

The purchase price of the 2019 Notes is EUR 1,091.29 per EUR 1,000.00 in nominal amount of the 2019 Notes. The purchase price of the 2022 Notes will be based on the 2022 interpolated mid swap rate + 70 bps. The 2022 purchase price will be determined at the pricing time on the pricing date in accordance with market convention and as outlined in the Tender Offer Memorandum. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.