Nokia Commences Offer to Purchase Outstanding EUR 500,000,000 1.000% notes due 15 March 2021

Nokia Commences Offer to Purchase Outstanding EUR 500,000,000 1.000% notes due 15 March 2021

Nokia Corporation

Inside Information

May 6, 2020 at 11:30 (CET 1)

Nokia Commences Offer to Purchase Outstanding EUR 500,000,000 1.000% notes due 15 March 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

Espoo, Finland. Nokia Corporation ( Nokia ), announces that it has commenced a tender offer (the Tender Offer ) to purchase for cash up to the Maximum Acceptance Amount (as defined below) the EUR 500,000,000 1.000% notes due 15 March 2021 issued under its Euro Medium Term Note Programme (the Notes ).

The Tender Offer is being made on the terms and subject to the conditions set out in the tender offer memorandum dated 6 May 2020 (the Tender Offer Memorandum ). Capitalized terms not defined herein have the meaning ascribed to them in the Tender Offer Memorandum.

The following table sets forth certain information relating to the Notes and the Tender Offer:

Description of the Notes ISIN Outstanding nominal amount First Optional Redemption Date Maximum Acceptance Amount Purchase Yield*

1.000 per cent. Notes due 15 March 2021 XS1577727164 500,000,000 15 February 2021 An amount to be determined at Nokias sole and absolute discretion to be announced as soon as practicable after the pricing of the New Notes 0.6%

* For information purposes only, the Purchase Price will, when determined in the manner described herein on the basis of a yield to the First Optional Redemption Date of the Notes (being 15 February 2021) and a Settlement Date of 15 May 2020, be 100.301 per cent. Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Tender Offer differ from 15 May 2020, the Purchase Price will be recalculated, all as further described herein.

Rationale for the Tender Offer

The purpose of the Tender Offer is to manage the overall indebtedness of Nokia.

Terms and conditions of the Tender Offer

New Financing Condition and other Conditions

Nokia announced today its intention to issue new euro-denominated fixed-rate notes (the New Notes ). This stock exchange release does not constitute an offer to sell or a solicitation of an offer to buy the New Notes, and the New Notes will not be registered under the U.S. Securities Act of 1933 (the Act ), as amended. The New Notes may not be offered or sold in the United States absent an exemption from the registration requirements under the Act.

Compliance information for the New Notes: MiFID II professionals/ECPs-only/No PRIIPs KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA or UK retail investors; no key information document has been or will be prepared. See the Base Prospectus for further information.

Whether Nokia will accept for purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to Nokia's successful completion (in the sole determination of Nokia) of the issue of the New Notes (the New Financing Condition ). Nokia may waive the New Financing Condition in its sole discretion. The Tender Offer is subject to additional conditions, further detailed in the Tender Offer Memorandum.

Purchase Price

Notes that are validly tendered and accepted for purchase pursuant to the Tender Offer will be purchased by Nokia on the Settlement Date at the Purchase Price, being 1,003.01 per 1,000 nominal amount of the Notes, subject to the terms and conditions contained in the Tender Offer Memorandum by reference to a Purchase Yield of 0.6 per cent., together with any Accrued Interest (as defined below). The Purchase Price will be determined in accordance with market convention and expressed as a percentage of each 1,000 in nominal amount of Notes accepted for purchase pursuant to the Tender Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to the First Optional Redemption Date of the Notes on the Settlement Date, equal to the Purchase Yield.

Maximum Acceptance Amount and Pro-ration

If Nokia decides to accept any Notes for purchase, Nokia proposes to accept for purchase pursuant to the Tender Offer an aggregate nominal amount of outstanding Notes subject to a maximum amount (the Maximum Acceptance Amount) to be determined at the Nokias sole and absolute discretion. The indicative Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Notes and the final Maximum Acceptance Amount will be announced at the latest in the announcement of the results of the Tender Offer. Nokia reserves the right, in its sole discretion, to accept less than the Maximum Acceptance Amount for purchase or to increase the Maximum Acceptance Amount.

Subject to the conditions described in the Tender Offer Memorandum, Nokia proposes to accept up to the Maximum Acceptance Amount of Notes pursuant to the Tender Offer. If the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Tender Offer is greater than the Maximum Acceptance Amount, Nokia intends to accept such validly tendered Notes on a pro rata basis such that the aggregate nominal amount of such Notes accepted for purchase is no greater than the Maximum Acceptance Amount. In such circumstances, each such tender will be scaled by a pro-ration factor equal to: (i) the final Maximum Acceptance Amount, divided by; (ii) the aggregate nominal amount of all the Notes that have been validly tendered for purchase (subject to adjustment to allow for the aggregate nominal amount of Notes accepted to equal as closely as possible the Maximum Acceptance Amount). Each such tender will be rounded down to the nearest 1,000 in nomina

LINK:	https://www.nokia.com/about-us/news/releases/2020/05/06/nokia-commence...
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