Neste Oyj - Tender offer

Neste announces final tender offer results

Neste Corporation
Stock Exchange Release
31 May 2017 at 3.30 pm (EET)

Neste announces final tender offer results

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 today the final results of the
invitation to the holders of its 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") 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"). Capitalised terms used in this release but not defined have the
meanings given to them in the Tender Offer Memorandum.

At the Expiration Deadline of 4:00 p.m. (Finnish time) on 30 May 2017, valid
Tender Instructions of EUR 252,753,000 in aggregate nominal amount of 2019 Notes
and EUR 178,700,000 in aggregate nominal amount of 2022 Notes were received
pursuant to the Tender Offers.

The Company announces that (subject to satisfaction or waiver of the New Issue
Condition on or prior to the Settlement Date) it will accept for purchase EUR
252,753,000 in aggregate nominal amount of the 2019 Notes and EUR 178,700,000 in
aggregate nominal amount of 2022 Notes (the "2022 Final Acceptance Amount")
pursuant to the Tender Offers.

Accordingly, pursuant to the terms and conditions of the Tender Offer
Memorandum, all valid tenders will be accepted in full with no proration of
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 is equal to
105.989 per cent. of the nominal amount of the 2022 Notes based on the 2022
Purchase Yield of 0.840 per cent., which is the sum of the 2022 Purchase Spread
of 70 basis points and the 2022 Interpolated Mid Swap Rate of 0.140 per cent.
Accrued and unpaid interest will be paid in respect of all Notes validly
tendered and delivered and accepted for purchase.

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 Settlement Date is expected to be 7 June 2017.  All Notes purchased by the
Company pursuant to the Tender Offers will be cancelled. Notes which have not
been validly tendered and accepted for purchase pursuant to the Tender Offers
will remain outstanding.

Nordea Bank AB (publ) acts as Dealer Manager and Nordea Bank AB (publ), Finnish
Branch acts as Tender Agent for the Tender Offers. Information in respect of the
Tender Offers may be obtained from the Dealer Manager: email:
NordeaLiabilityManagement@nordea.com / tel: +45 61612996.

For more information, please contact:

Mika Rydman, Vice President and Group Treasurer, Neste, tel: +358 10 458 4710
Olli Kivi, Manager, Corporate Finance, Group Treasury, Neste, tel.
+358 10 458 4683

Neste in brief

Neste  (NESTE, Nasdaq  Helsinki) creates  sustainable choices  for the  needs of
transport,  businesses and consumers. Our global  range of products and services
allows  customers  to  lower  their  carbon  footprint by combining high-quality
renewable products and oil products to tailor-made service solutions. We are the
world's  largest producer of  renewable diesel refined  from waste and residues,
and  we  are  also  bringing  renewable  solutions  to the aviation and plastics
industries.  We  want  to  be  a  reliable  partner,  whose  expertise,  R&D and
sustainable  practices are widely respected. In 2016, Neste's net sales stood at
EUR 11.7 billion, and we were on the Global 100 list of the 100 most sustainable
companies in the world. Read more: neste.com/en

Important Information

The   information   contained   herein   is  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 release,
publication  or distribution would be unlawful. The information contained herein
does not constitute an offer to sell or the solicitation of an offer to buy, nor
shall  there be  any sale  of, the  New Notes  in any jurisdiction in which such
offer,  solicitation or sale would be  unlawful prior to registration, exemption
from  registration  or  qualification  under  the  securities  laws  of any such
jurisdiction.

This  communication does not constitute  an offer of securities  for sale in the
United  States. The New Notes have not been and will not be registered under the
U.S.  Securities Act  of 1933, as  amended (the  "Securities Act")  or under the
applicable  securities laws  of any  state of  the United  States and may not be
offered  or sold, directly or indirectly, within the United States or to, or for
the  account  or  benefit  of,  U.S.  persons  except  pursuant to an applicable
exemption   from,   or  in  a  transaction  not  subject  to,  the  registration
requirements of the Securities Act.

This  communication does not constitute  an offer of New  Notes to the public in
the  United Kingdom. No  prospectus has been  or will be  approved in the United
Kingdom  in  respect  of  the  New  Notes.  Consequently,  this communication is
directed  only at (i) persons  who are outside the  United Kingdom, (ii) persons
who  have  professional  experience  in  matters relating to investments falling
within  Article 19(5) of the Financial  Services and Markets Act 2000 (Financial
Promotion)  Order  2005 (the  "Order"),  (iii)  high  net worth entities falling
within Article 49(2) of the Order and (iv) other persons to whom it may lawfully
be  communicated  (all  such  persons  together  being  referred to as "relevant
persons").  In addition,  this communication  is, in  any event only directed at
persons  who  are  "qualified  investors"  pursuant  to the Prospectus Directive
(2003/71/EC,  as amended). Any  investment activity to  which this communication
relates  will only  be available  to, and  will only  be engaged  with, relevant
persons.  Any person who is not a relevant person should not act or rely on this
document or any of its contents.





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