Nokia Announces Early Results for its Offer to Purchase and Pricing of its New Euro-Denominated Notes

Nokia Corporation

Stock Exchange Release

March 8, 2017 at 19:00 (CET 1)

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

Nokia Announces Early Results for its Offer to Purchase and Pricing of its New Euro-Denominated Notes

Espoo, Finland - Nokia Corporation (Nokia) announces the early results of its offers to purchase Euro Notes and Dollar Notes and the pricing for each series of Dollar Notes (each as defined below) 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 are being 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.

On February 22, 2017, Nokia announced its intention to issue new euro-denominated fixed-rate notes to non-U.S. persons outside the United States. On March 6, 2017, Nokia priced its EUR 500 million 1.00% Senior Notes due 2021 and EUR 750 million 2.00% Senior Notes due 2024 issued under its 5,000,000,000 Euro Medium Term Note Programme (the New Notes). Application will be made for the New Notes to be admitted to listing and trading on the Irish Stock Exchange. The New Notes are expected to settle on or around March 15, 2017.

Nokia intends to use the proceeds of the New Notes to fund the Tender Offer for the Euro Notes, with the remaining proceeds used to fund the Tender Offers for the Dollar Notes on a pro rata basis. 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.

Early Tender Results

As of 5:00 p.m. (New York time), on March 7, 2017 (the Early Tender Date), according to information provided by Lucid Issuer Services Limited (the Tender Agent), the aggregate principal amounts of the Euro Notes and the Dollar Notes listed in the table below have been validly tendered and not validly withdrawn in the Tender Offers.

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6.75% Notes

due February 4, 2019 XS0411735482 EUR 500,000,000 1 EUR 262,605,000 52.52% EUR 30 per EUR 1,000

6.50% Debentures

due January 15, 2028 US549463AC10/

549463AC1 USD 300,000,000 2 USD 85,950,000 28.65% USD 30 per USD 1,000

6.45% Debentures

due March 15, 2029 US549463AE75/

549463AE7 USD 1,360,000,000 2 USD 400,861,000 29.48% USD 30 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 will deduct the Early Tender Payment from the purchase price calculated from the applicable Fixed Spread or Fixed Yield.

The principal amount of each series of Notes listed in the table above that is ultimately accepted for purchase will be determined in accordance with the Maximum Acceptance Amount (as defined below) and the Acceptance Priority Levels set forth in the table above, as described in the Offer to Purchase.

Withdrawal rights for the Tender Offers expired on the Early Tender Date. As a result, tendered Notes may no longer be withdrawn, except as required by law.

The Tender Offers will expire at 11:59 p.m. (New York time) on March 21, 2017 (the Expiration Date). Nokia reserves the right, subject to applicable law, at any time, for any reason, to extend the Expiration Date. Any such extension will be announced in the manner described in the Offer to Purchase.

The Tender Offers are expected to be settled on March 23, 2017 or as soon as practicable thereafter (the Tender Offer Settlement Date), subject to any amendment or extension of the Expiration Date.

Consideration

Holders of Notes were required to validly tender and not validly withdraw their Notes prior to or at the Early Tender Date to be eligible to receive the Euro Notes Early Consideration or the Dollar Notes Early Consideration (each as defined below), as applicable, which include 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 (each as defined below), as applicable.

The applicable Euro Notes Early Consideration, Euro Notes Late Consideration, Dollar Notes Early Consideration or Dollar Notes Late Consideration (plus any Accrued Interest, as defined below) will be payable on the Tender Offer Settlement Date.

Euro Notes Consideration

Nokia will pay for Euro Notes validly tendered prior to the Early Tender Date and accepted by it for purchase pursuant to the Tender Offers an amount in cash in euros (the Euro Notes

LINK:	http://www.nokia.com/en_int/news/releases/2017/03/08/nokia-announces-e...
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