Nokian Tyres issues a EUR 100 million sustainability-linked bond

Nokian Tyres plc Stock Exchange Release on 7 June 2023 at 6:10 p.m. EEST.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Nokian Tyres plc (the “Company”) issues euro-denominated senior unsecured sustainability-linked notes in a nominal amount of EUR 100 million with ISIN FI4000556444 (the “Notes”). The Notes will bear a fixed annual interest at the rate of 5.125 per cent and will mature on 14 June 2028. The net proceeds from the Notes issue will be used towards general corporate purposes.

The sustainability-linked Notes represent the Company’s first issue under its newly established Sustainability-Linked Bond Framework (the “Framework”). The chosen targets for the sustainability-linked Notes are related to Scope 1, 2 and 3 reductions. The published Framework is available on the Company website at https://www.nokiantyres.com/company/investors/financials/debt-and-financing/.

The issue date of the Notes is expected to be 14 June 2023 and the Company will submit an application to have the Notes listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd within 3 months.

Danske Bank A/S, Nordea Bank Abp, and OP Corporate Bank plc act as joint lead managers for the issue of the Notes. Borenius Attorneys Ltd acts as the transaction counsel for the issue.

Further information:

Teemu Kangas-Kärki, CFO, tel: +358 10 401 7750

Investors: ir@nokiantyres.com

Nokian Tyres develops and manufactures premium tires for people who value safety, sustainability and predictability. Our purpose is to empower the world to drive smarter. Inspired by our Scandinavian heritage, we craft innovative products for passenger cars, trucks and heavy machinery that give you peace of mind in all driving conditions. Our Vianor chain provides tire and car services. In 2022, our segments net sales totaled EUR 1,350 million. At the end of 2022 we employed some 3,300 professionals. Nokian Tyres is listed on Nasdaq Helsinki. Further information: www.nokiantyres.com.

Important information

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the issuance of the Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. Any offering material or documentation related to the Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland. In particular, this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction in which it would not be permissible to offer the Notes and this release and any related material concerning the issuance of the Notes may not be sent to any person in the before mentioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of the Company’s securities, including the Notes, to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of the Company nor the joint lead managers or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company’s securities, including the Notes, are aware of such restrictions.

The Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The Company has not authorised the offering of the Notes to the public in any member state of the European Economic Area (the “EEA”) or in the United Kingdom (each a “relevant state”). All offers of the Notes in that relevant state will be made pursuant to an exemption under Regulation 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) (as the Prospectus Regulation forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities. Accordingly, any person making or intending to make any offer of the Notes within that relevant state should only do so in circumstances in which no obligation arises for the Company or the joint lead managers to publish a prospectus under the Prospectus Regulation for such offer. Neither the Company nor the joint lead managers have authorised, nor do they authorise, the making of any offer of securities through any financial intermediary. In relation to each relevant state an offer to the public of any Notes may not be made in a relevant state, except that an offer of the Notes to the public in a relevant state may be made as part of the offering pursuant to the following exemptions from the Prospectus Regulation: (i) an offer is addressed solely to qualified investors as defined in the Prospectus Regulation, (ii) an offer is addressed to fewer than 150 natural or legal persons per relevant state (other than qualified investors as defined in the Prospectus Regulation) or (iii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of Notes shall require the Company or the joint lead managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to any of the Notes in any relevant state means the communication in any form and by any means of sufficient information on the terms of the offer and any Notes to be offered so as to enable an investor to decide to purchase any Notes.

MIFID II PRODUCT GOVERNANCE – ELIGIBLE COUNTERPARTIES, PROFESSIONAL INVESTORS AND RETAIL CLIENTS – Manufacturer target market is eligible counterparties, professional clients and retail clients (all distribution channels).

IMPORTANT – EEA RETAIL INVESTORS – The Notes are not PRIIPs for the purposes of Regulation ((EU) No 1286/2014) (the “PRIIPs Regulation”) and, accordingly, no key information document pursuant to the PRIIPs Regulation has been or will be made available in respect of the Notes.