Neste Oyj - Tender offer

Neste Corporation Announces Indicative Tender Offer Results

Neste Corporation
Stock Exchange Release
31 May 2017 at 9.00 am (EET)

Neste Corporation Announces Indicative 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 indicative 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 its indicative and non-binding intention to accept for
purchase EUR 252,753,000 in aggregate nominal amount of 2019 Notes and EUR
178,700,000 in aggregate nominal amount of 2022 Notes pursuant to the Tender
Offers.

Accordingly, pursuant to the terms and conditions of the Tender Offer
Memorandum, all valid tenders are expected to be accepted in full with no
proration of Notes.

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 of the New Notes. As at the date of this release, the New Issue Condition
has not yet been fulfilled.

The Pricing Date and Pricing Time of the 2022 Tender Offer will be on 31 May
2017 at or around 12:00 p.m. (Finnish time), and the final tender offer results
and the Completion Date will be announced as soon as feasible after the Pricing
Time on or about 31 May 2017.

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:

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