NOKIA : Notification under Chapter 9, Section 10 of the Finnish Securities Markets Act

  NOKIA : Notification under Chapter 9, Section 10 of the Finnish Securities
                                 Markets Act

Nokia Corporation
Stock exchange release
September 6, 2013 at 18.45 (CET+1)

Espoo, Finland - Nokia has on September 6, 2013 received a flagging
notification in accordance with Chapter 9, section 5 of the Finnish Securities
Markets Act from Microsoft Corporation. As announced on September 3, 2013
Microsoft has made available to Nokia EUR 1.5 billion financing in the form of
convertible bonds to be issued by Nokia. Each tranche is of nominal value of
EUR 500 million maturing in 2018 ("2018 Bond"), in 2019 ("2019 Bond") and in
2020 ("2020 Bond"), respectively. The financing is provided by Microsoft
International Holdings B.V., an indirectly wholly owned subsidiary of
Microsoft Corporation. Nokia has on September 6, 2013 decided to draw down the
facility and the three tranches of convertible bonds will be issued on or
about September 23, 2013.

If the transaction announced on September 3, 2013 by which Microsoft is
expected to purchase substantially all of Nokia's Devices & Services business
would not close and all the convertible bonds were converted into shares of
Nokia this arrangement could lead to Microsoft International Holdings B.V.'s
holdings in Nokia to be altogether 367524 324 shares and voting rights,
representing 8.9 % of all the shares and voting rights in Nokia as calculated
based on current amount of shares added with shares from conversion of all the
above bonds. The 2018 Bond could be converted into 127103 563 shares and
votes, the 2019 Bond into 122396 024 shares and votes and 2020 Bonds into
118024 737 shares and votes.

At closing of the sale of substantially all of Devices & Services business,
announced on September 3, 2013, Nokia shall buy and Microsoft International
Holdings B.V. shall sell the bonds at the closing and the nominal value of
the bonds plus accrued interest will be netted against the proceeds from the
sale. 

Microsoft International Holdings B.V. has committed not to convert the 2018
Bonds and 2019 Bonds into shares of Nokia until the second anniversary of the
issuance date of the bonds and 2020 Bonds until the third anniversary of the
issuance date of the bonds. Thereafter, the conversion right continues until
the date falling seven business days prior to the maturity date of the
relevant bond. If the bonds are converted into Nokia shares Microsoft
International Holdings B.V. has committed to vote in accordance with the
recommendations of Nokia's board of directors, except when it would be deemed
to be acting in concert with Nokia pursuant to the Finnish Securities Markets
Act.

Microsoft International Holdings B.V. (tax ID: 17103708) has its head office
in Netherlands and is a indirectly wholly owned subsidiary of Microsoft
Corporation (Tax ID: 600413485).

The current number of shares and voting rights in Nokia is 3744994 342.
Should all the convertible bonds be converted into shares in Nokia, the number
of shares and votes would increase to 4112518666 (assuming that no other
new shares would have been issued by Nokia).

About NokiaNokia is a global leader in mobile communications whose products
have become an integral part of the lives of people around the world. Every
day, more than 1.3 billion people use their Nokia to capture and share
experiences, access information, find their way or simply to speak to one
another. Nokia's technological and design innovations have made its brand one
of the most recognized in the world. For more information, visit
http://www.nokia.com/about-nokia.
FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its business are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those
regarding: A) the planned sale by Nokia of substantially all of Nokia's
Devices & Services business, including Smart Devices and Mobile Phones
(referred to below as "Sale of the D&S Business") pursuant to a purchase
agreement between Nokia and Microsoft (referred to below as "Agreement"); B)
the closing of the Sale of the D&S Business; C) obtaining the shareholder
approval for the Sale of the D&S Business; D) receiving timely, or at all,
necessary regulatory approvals for the Sale of the D&S Business; E)
expectations, plans or benefits related to or caused by the Sale of the D&S
Business; F) expectations, plans or benefits related to Nokia's strategies,
including plans for Nokia with respect to its continuing business areas that
will not be divested in connection with the Sale of the D&S Business; G)
expectations, plans or benefits related to changes in leadership and
operational structure; H) expectations and targets regarding our operational
priorities, financial performance or position, results of operations and use
of proceeds from the Sale of the D&S Business; and I) statements preceded by
"believe," "expect," "anticipate," "foresee," "sees," "target," "estimate,"
"designed," "aim", "plans," "intends," "focus," "will" or similar expressions.
These statements are based on management's best assumptions and beliefs in
light of the information currently available to it. Because they involve risks
and uncertainties, actual results may differ materially from the results that
we currently expect. Factors, including risks and uncertainties that could
cause these differences include, but are not limited to: 1) the inability to
close the Sale of the D&S Business in a timely manner, or at all, for instance
due to the inability or delays in obtaining the shareholder approval or
necessary regulatory approvals for the Sale of the D&S Business, or the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Agreement; 2) the potential adverse effect on the sales
of our mobile devices, business relationships, operating results and business
generally resulting from the announcement of the Sale of the D&S Business or
from the terms that we have agreed for the Sale of the D&S Business; 3) any
negative effect caused by us entering into the Sale of the D&S Business, as we
may forego other competitive alternatives for strategies or partnerships that
would benefit our Devices & Services business and if the Sale of the D&S
Business is not closed, we may have limited options to continue the Devices &
Services business or enter into another transaction on terms favorable to us,
or at all; 4) our ability to effectively and smoothly implement planned
changes to our leadership and operational structure or maintain an efficient
interim governance structure and preserve or hire key personnel; 5) any
negative effect from the implementation of the Sale of the D&S Business, which
will require significant time, attention and resources of our senior
management and others within the company potentially diverting their attention
from other aspects of our business; 6) disruption and dissatisfaction among
employees caused by the plans and implementation of the Sale of the D&S
Business reducing focus and productivity in areas of our business; 7) the
amount of the costs, fees, expenses and charges related to or triggered by the
Sale of the D&S Business; 8) any impairments or charges to carrying values of
assets or liabilities related to or triggered by the Sale of the D&S Business;
9) potential adverse effect on our business, properties or operations caused
by us implementing the Sale of the D&S Business; 10) the initiation or outcome
of any legal proceedings, regulatory proceedings or enforcement matters that
may be instituted against us relating to the Sale of the D&S Business; and, as
well as the risk factors specified on pages 12-47 of Nokia's annual report on
Form 20-F for the year ended December 31, 2012 under Item 3D. "Risk Factors."
and risks outlined in our most recent interim report. Other unknown or
unpredictable factors or underlying assumptions subsequently proving to be
incorrect could cause actual results to differ materially from those in the
forward-looking statements. Nokia does not undertake any obligation to
publicly update or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally
required.

Media Enquiries

Nokia
Communications

Tel. +358 7180 34900
Email: press.services@nokia.com
www.nokia.com/

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