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Successful sale by the State of shares in Neste Corporation

Government Communications Department 13.6.2018 9.30
Press release 302/2018

The Finnish State has today, June 13, 2018, sold 12.8 million shares in Neste Corporation, representing approximately 5.0 percent of all the shares in Neste, in an accelerated bookbuilt offering to Finnish and international institutional investors. The sale price was EUR 67,27 per share resulting in the gross sales proceeds of approximately EUR 861 million in the aggregate.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

The Finnish State has today, June 13, 2018, sold 12.8 million shares in Neste Corporation, representing approximately 5.0 percent of all the shares in Neste, in an accelerated bookbuilt offering to Finnish and international institutional investors. The sale price was EUR 67,27 per share resulting in the gross sales proceeds of approximately EUR 861 million in the aggregate.

Following the share sale, the State owns approximately 115 million shares in Neste. As a result of the share sale, the State’s ownership interest in Neste decreased to 44.7 percent from the earlier 49.7 percent. Credit Suisse Securities (Europe) Limited acted as Lead Manager and Sole Bookrunner in the share sale.

The State has agreed not to dispose of any further shares in Neste for a period of 90 days following the share sale, subject to certain exceptions.

Further information: Markku Rajala, Special Adviser to Mika Lintilä, Minister responsible for Ownership Steering, tel. +358 295 047 480, markku.rajala@tem.fi; Jarmo Väisänen, acting Director General, Senior Financial Counsellor, tel. +358 295 160 162, jarmo.vaisanen@vnk.fi

Important Notice

This announcement has been made for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Members of the general public are not eligible to take part in the share sale. This announcement and any offer of securities to which it relates are only addressed to and directed at persons (1) who are qualified investors within the meaning of Directive 2003/71/EC and any relevant implementing measures (the “Prospectus Directive”) and (2) who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order or are persons to whom an offer of the securities referred to herein may otherwise lawfully be made (all such persons together being referred to as “Relevant Persons”). The information regarding the share sale set out in this announcement must not be acted on or relied on by persons who are not relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Any investment decision to buy securities in the share sale must be made solely on the basis of publicly available information which has not been independently verified by the Lead Manager and Sole Bookrunner or the seller. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Australia, Canada, Japan or in or into any other jurisdiction in which offers or sales would be prohibited by applicable law. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or other applicable securities laws.

The distribution of this announcement and the offering or sale of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Lead Manager and Sole Bookrunner or any of its affiliates or any other person that would permit an offer of the securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Lead Manager and Sole Bookrunner to inform themselves about and to observe any such restrictions.

The Lead Manager and Sole Bookrunner is acting exclusively for the seller and no one else in connection with the share sale. The Lead Manager and Sole Bookrunner will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the share sale and the Lead Manager and Sole Bookrunner will not be responsible to anyone other than the seller for providing the protections afforded to its clients nor for giving advice in relation to the share sale or any transaction, arrangement or other matter referred to in this announcement. The Lead Manager and Sole Bookrunner may participate in the share sale on a proprietary basis.