Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes

Nokia Corporation

Stock Exchange Release

March 22, 2017 at 10:50 (CET 1)

Nokia Announces Final Results for its Offer to Purchase Euro and Dollar Notes

Espoo, Finland - Nokia Corporation (Nokia) announces the final results of its offer to purchase Euro Notes and Dollar Notes for its previously announced tender offers (the Tender Offers) to purchase for cash up to a Maximum Acceptance Amount of: (i) the EUR 500,000,000 6.75% notes due February 4, 2019 issued under its Euro Medium Term Note Programme (the Euro Notes); (ii) the USD 300,000,000 6.50% Debentures due January 15, 2028 (the 2028 Notes); and (iii) the USD 1,360,000,000 6.45% Debentures due March 15, 2029 (the 2029 Notes and, together with the 2028 Notes, the Dollar Notes, and together with the Euro Notes, the Notes). The Dollar Notes were issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc., Nokias wholly-owned subsidiary (the USD Notes Company)).

The Tender Offers were made on the terms and subject to the conditions set out in the offer to purchase dated February 22, 2017 (the Offer to Purchase). Capitalized terms not defined herein have the meaning ascribed to them in the Offer to Purchase.

The Tender Offers expired at 11:59 p.m. (New York time) on March 21, 2017 and are expected to be settled on March 23, 2017 (the Tender Offer Settlement Date). As of the Expiration Date, an aggregate principal amount of Notes equal to USD 770,684,828.40 were validly tendered pursuant to the Tender Offers.

On March 15, 2017, Nokia completed the issuance of its EUR 1.25 billion aggregate principal amount of new notes comprised of (i) EUR 500 million 1.00% Senior Notes due 2021 and (ii) EUR 750 million 2.00% Senior Notes due 2024, each issued under its EUR 5,000,000,000 Euro Medium Term Note Programme (the New Notes). The New Notes were admitted to listing and trading on the Irish Stock Exchange on March 15, 2017. Nokia hereby confirms that (i) the New Financing Condition set forth in the Offer to Purchase has been satisfied; and (ii) it has accepted all Notes validly tendered pursuant to the Tender Offers for purchase in full. The Dollar Notes will not be subject to pro-ration.

The table below sets forth the aggregate principal amount of each series of Notes that has been tendered and accepted for purchase in the Tender Offers and the aggregate principal amount of each Series of Notes that will remain outstanding after settlement of the Tender Offers.

Description

ISIN/

CUSIP

Principal Amount Out-standing before

the Tender Offers

Principal Amount Tendered

Principal Amount Outstanding

Post-Tender

Offers(1)

6.75% Notes

due February 4, 2019 XS0411735482 EUR 500,000,000 EUR 268,812,000 EUR 231,188,000

6.50% Debentures

due January 15, 2028 US549463AC10/

549463AC1 USD 300,000,000 USD 85,990,000 USD 214,010,000

6.45% Debentures

due March 15, 2029 US549463AE75/

549463AE7 USD 1,360,000,000 USD 400,910,000 USD 959,090,000

________________

As described in the Offer to Purchase, following the Tender Offer Settlement Date, Nokia expects to cancel the Euro Notes acquired in the Tender Offers and to hold the Dollar Notes purchased in the Tender Offers. The principal amount outstanding for the Dollar Notes does not include the Dollar Notes held by Nokia after the Tender Offers.

The table below sets forth the final Euro Notes Early Consideration, the Euro Notes Late Consideration, the Dollar Notes Early Consideration, the Dollar Notes Late Consideration, and the relevant Accrued Interest for each series of Notes subject to the Tender Offers.

Description

ISIN/

CUSIP

Principal Amount Out-standing before the Tender Offers

Early Tender Pay-ment(1)

Early Consid-eration

Late Consid-eration

Accrued Interest

6.75% Notes

due February 4, 2019 XS0411735482 EUR 500,000,000 EUR 30 per

EUR 1,000 EUR 1,128.37 per EUR 1,000 EUR 1,098.37 per EUR 1,000 EUR 8.69

per EUR 1,000

6.50% Debentures

due January 15, 2028 US549463AC10/

549463AC1 USD 300,000,000 USD 30

per USD 1,000 USD 1,087.47 per USD 1,000 USD 1,057.47 per USD 1,000 USD 12.28

per USD 1,000

6.45% Debentures

due March 15, 2029 US549463AE75/

549463AE7 USD 1,360,000,000 USD 30

per

USD 1,000 USD 1,089.96 per USD 1,000 USD 1,059.96 per USD 1,000 USD 1.43

per USD 1,000

________________

The purchase price calculated from the applicable Fixed Yield or Fixed Spread includes the Early Tender Payment. The Late Consideration for each series of Notes deducts the Early Tender Payment from the purchase price calculated from the applicable Fixed Spread or Fixed Yield.

Holders of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offers will receive the Euro Notes Early Consideration or the Dollar Notes Early Consideration, as applicable, which includes the Early Tender Payment applicable to the relevant series of Notes. Holders of Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase pursuant to the Tender Offers will receive the Euro Notes Late Consideration or the Dollar Notes Late Consideration, as applicable. In addition, all Holders of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offers will receive the applicable Accrued Interest.

The applicable Euro Notes Early Consideration, Euro Notes Late Consideration, Dollar Notes Early Consideration or Dollar Notes Late Consideration, along with Accrued Interest, will be payable on the Tender Offer Settlement Date or as soon as practicable thereafter. Any Note accepted for payment pursuant to the Tender Offer will cease to accrue interest after the Tender Offer Settlement Date with respect to the holders who tendered pursuant to the Tender Offers.

Joint Dealer Managers

Citigroup G

LINK:	http://www.nokia.com/en_int/news/releases/2017/03/22/nokia-announces-f...
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