Nokia Corporation - Tender Offer Launch

Nokia Commences Offers to Purchase Outstanding Notes due 2024, 2025 and 2026

09 FEBRUARY 2023

Full announcement available via Euronext.

Espoo, Finland. Nokia Corporation (“Nokia”), announces that it has separately invited holders of each Series of the Notes (as defined below) issued under Nokia's EUR 5,000,000,000 Euro Medium Term Note Programme (each such invitation a “Tender Offer” and, together, the “Tender Offers”) to tender their EUR 750,000,000 2.000 per cent. Notes due 15 March 2024 (the “2024 Notes”), EUR 500,000,000 2.375 per cent. Notes due 15 May 2025 (the “2025 Notes”) and EUR 750,000,000 2.000 per cent. Notes due 11 March 2026 (the “2026 Notes” and, together with the 2024 Notes and the 2025 Notes, the "Notes" and each a "Series”) for purchase for cash up to the Maximum Acceptance Amount (as defined below).

The Tender Offers are being made on the terms and subject to the conditions set out in the tender offer memorandum dated 9 February 2023 (the “Tender Offer Memorandum”). Capitalised 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 Offers:"

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"Rationale for the Tender Offers

The purpose of the Tender Offers and the proposed issue of the New Notes (as described below) is to manage the overall indebtedness of Nokia and to extend Nokia's debt maturity profile in an efficient manner.

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New Financing Condition and other Conditions

Nokia announced today its intention to issue new euro-denominated fixed-rate notes (the “New Notes”), subject to market conditions. Whether Nokia will accept for purchase any Notes validly tendered in the Tender Offers 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”). Even if the New Financing Condition is satisfied (or waived in Nokia’s sole discretion), Nokia is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offers. The Tender Offers are subject to additional conditions, further detailed in the Tender Offer Memorandum."