Nokia does not recommend or endorse below-market mini-tender offer for up to 5 Million Nokia ADSs from TRC Capital

Nokia does not recommend or endorse below-market mini-tender offer for up to 5 Million Nokia ADSs from TRC Capital

Nokia announced today that it has been notified of an unsolicited below-market “mini-tender offer” by TRC Capital Corporation of Ontario, Canada to purchase up to 5,000,000 American depositary shares (”ADSs”) of Nokia Corporation (each of which represents one Nokia ordinary share), representing approximately 0.11% of Nokia’s outstanding share capital, at a price of US$19.00 per ADS.

Nokia and its Board of Directors do not in any way recommend or endorse TRC Capital’s mini-tender offer and express no opinion as to whether Nokia ADS holders should tender their ADSs in the mini-tender offer. TRC Capital’s offer price of US$19.00 per ADS represents a 4.04% discount to the US$19.80 closing price of Nokia ADSs on the New York Stock Exchange on July 25, 2006, the day prior to the date of the offer. The offer price is also 3.21% below the August 4, 2006 closing price of US$ 19.63 per Nokia ADS. Nokia notes that it is in no way associated with TRC Capital, the offer or the offer documentation.

TRC Capital’s offer is subject to a number of conditions, including TRC Capital obtaining sufficient financing to consummate the offer on terms acceptable to TRC Capital. There is no assurance that the conditions to the offer will be satisfied.
TRC Capital has made numerous below-market mini-tender offers for the shares of other companies. Mini-tender offers such as these avoid many of the disclosure and procedural requirements of the United States Securities and Exchange Commission (the “SEC”) that are applicable to larger tender offers.

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