5 January 2024

Kevin Stertzel
Anne McConnell
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Comment letter to Nokia Corporation dated 12 December 2023

Dear Mr. Stertzel and Ms. McConnell,

We submit the following responses to the comments of the staff
("Staff") of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the "SEC") with respect to Nokia
Corporation's Form 20-F filed 2 March 2023 (the "2022 Form 20-F")
received by letter dated 12 December 2023 addressed to Marco
Wiren, our Chief Financial Officer. All references in this letter to page
numbers and captions correspond to the page numbers and captions
in the 2022 Form 20-F, unless otherwise indicated. To facilitate the
Staff's review, we have reproduced text of the Staff's comments in
bold and italics below, followed by our responses. Capitalized terms
used but not defined herein have the meanings given to them in the
2022 Form 20-F.

Question 1
General facts on Nokia
Alternative performance measures, page 117

1.	We note you present a measure you identify as "free cash
flow". In future filings, please revise the measure you
present or revise the title of the measure you present to be
consistent with the guidance in Question 102.07 of the Non-
GAAP Financial Measures Compliance & Disclosure Interpretations.

In response to your comment, and after reviewing guidance in
Question 102.07 of the Non-GAAP Financial Measures Compliance &
Disclosure Interpretations, Nokia has decided to remove the proceeds
from sale of property, plant and equipment and intangible assets, and
the purchase of and proceeds from other non-current financial
investments from its measure of net capital expenditures from its
definition of Free Cash Flow in its future Form 20-F filings. Hereafter
Nokia will define its Free Cash Flow measure as Net cash flows from
operating activities less purchases of property, plant and equipment
and intangible assets. Nokia believes that this change better aligns its
Free Cash Flow measure with the aforementioned guidance and common practice.

In addition, starting with its Form 20-F for the year 2023, Nokia will
clarify the purpose of Free Cash Flow included in the description of
alternative performance measures used in the Form 20-F as set out below.

Proposed amended disclosure:

Free cash flow is the cash that Nokia generates after
investments in property, plant and equipment and
intangible assets, and we believe it provides meaningful
supplemental information as it represents the cash
available to service and repay interest-bearing financial
liabilities, including lease liabilities, make investments to
grow business and distribute funds to shareholders. It is a
measure of cash generation, working capital efficiency and
capital discipline of the business.

Question 2
Financial Statements
Note 33. Subsequent events
New euro-denominated notes, page 176

2. We note your subsequent events disclosure states you issued EUR
500 million 4.375% "sustainability-linked" notes due August 2031.
Please tell us, and disclose in future filings, the following:
-Describe the specific key sustainability performance
indicators associated with these notes as well as the specific
benchmarks or goals for each performance indicator.
-To the extent applicable, describe how the key sustainability
performance indicator will be reliably measured.
-Describe the implications to the variability of cash flows if
the key sustainability performance indicators are not met.
-Disclose how you intend to account for the debt and whether
or not you have recognized any embedded derivatives
associated with the sustainability-linked features. To the
extent you don't believe the debt instruments contain
embedded derivatives, please provide the basis for your
conclusion under IFRS 9.

Sustainability is a key component of Nokia's company purpose and
corporate strategy. In the Sustainability and corporate responsibility
section of the 2022 Form 20-F, Nokia describes its key sustainability
targets determined based on its sustainability strategy. One of these
targets is to reduce greenhouse gas ("GHG") emissions by 50%
between 2019 and 2030 across Nokia's value chain (Scope 1, 2 and 3),
and eventually reach net zero by 2050. This target is set through the
Science Based Targets initiative and is in line with the 1.5 C global
warming scenario.

The issuance of EUR 500 million 4.375% sustainability-linked notes
due August 2031 on 21 February 2023 (the "Notes"), which was
disclosed as a subsequent event in the 2022 Form 20-F, was carried
out under Nokia's Sustainable Finance Framework ("NSFF"). The NSFF
includes one Sustainable Performance Target ("SPT") which is the
aforementioned key performance indicator ("KPI") to reduce absolute
scope 1, 2 and 3 GHG emissions in tonnes of carbon dioxide equivalent
("tCO2e") by 50% between 2019 and 2030. The financial
characteristics of the Notes are linked to the achievement or non-
achievement of the SPT.

In case of non-achievement of the KPI, Nokia is required to pay a one-
time redemption premium of EUR 3.75 million (the "Redemption
Premium") at the time of redemption. This Redemption Premium will
also be payable if Nokia fails to publish certain reports verifying the
achievement of the SPT in a timely manner as set out in the legal
documentation of the financing.

In its consolidated financial statements Nokia measures the Notes at
amortized cost. The Redemption Premium will be recorded if and when
it is triggered. Nokia has determined that the achievement or non-
achievement of SPT is a non-financial variable specific to Nokia. Nokia
applies an accounting policy according to which a financial instrument
or other contract that is linked to a non-financial variable specific to a
party to the contract does not meet the definition of a derivative in
IFRS 9, and therefore the Notes do not contain an embedded derivative.

In terms of pre-issuance verification, the NSFF has been reviewed by
an external verifier Sustainalytics in the form of a second party
opinion. The objective of the second party opinion is to provide an
independent assessment of the framework's transparency and
governance as well as its alignment with the Sustainability-Linked
Bond Principles ("SLBP") 2020, published by International Capital
Market Association, and Sustainability-Linked Loan Principles ("SLLP")
administered by the Loan Syndications and Trading Association.

In its opinion, Sustainalytics considers the KPI, absolute scope 1, 2 and
3 GHG emissions (in tCO2e), to be very strong based on its materiality
and relevance to Nokia's business, its high scope of applicability, the
use of a clear and consistent methodology that is externally defined
and its suitability to be benchmarked against external decarbonization
trajectories. Sustainalytics considers the SPT, being the reduction of
absolute scope 1, 2 and 3 GHG emissions (in tCO2e) by 50% between
2019 and 2030, to be aligned with Nokia's sustainability strategy.

In terms of post-issuance verification, Nokia has committed to have
external limited assurance carried out on its performance of the KPI
against the SPT annually and in the case of periods that are relevant
for assessing the KPI against the SPT leading to a potential financial
adjustment, said assurance will be carried out before publication of
the report related to the target observation date. The external limited
assurance will be provided by the independent auditor of Nokia,
Deloitte Oy, or any such other qualified provider of third-party
assurance or attestation services appointed by Nokia. The verification
of the performance of the KPI, along with the assurance provider's
verification statement, will be made publicly available on Nokia's
website. The reporting and verification commitments are aligned with
the SLBP 2020 and the SLLP 2022.

In its Form 20-F filings, Nokia provides in the Sustainability and
corporate responsibility section information on the progress of the
KPI against SPT. In addition, Nokia is planning to disclose in the notes
to the consolidated financial statements in respect of the Notes the
following information:
-	The SPT to which the Notes are linked (reduce its absolute
scope 1, 2 and 3 GHG emissions (in tCO2e) by 50% between
2019 and 2030);
-	The fact that the SPT is one of Nokia's key sustainability
targets; and
-	The amount and timing of cash flow variability in case of non-
achievement of SPT (one-time redemption premium at
maturity of EUR 3,750,000).

*     *     *

Please contact me via email at stephan.prosi@nokia.com should you
require further information.

Respectfully yours,

/S/
Stephan Prosi
Vice President, Corporate Controlling and Accounting

Legal Address:
Nokia Oyj
Karakaari 7
02610 Espoo
Finland

Business Entity Code
0112038-9