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 24, 2013 at 11.00 (CET+1)

Espoo, Finland - Nokia has on September 23, 2013 received a flagging
notification in accordance with Chapter 9, section 5 of the Finnish Securities
Markets Act from Microsoft Corporation, informing of an assignment leading to
a change in the entity holding the convertible bonds issued by Nokia.

As announced on September 6, 2013 Nokia decided to draw down EUR 1.5 billion
financing in the form of convertible bonds to be issued to Microsoft. The
convertible bonds were issued on September 23, 2013 and subscribed for by
Microsoft International Holdings B.V., an indirectly wholly owned subsidiary
of Microsoft Corporation. Microsoft Corporation has informed Nokia that the
convertible bonds have been assigned to Microsoft Asia Island Limited later on
the issuance date.

In accordance with the above assignment, Microsoft notified us that Microsoft
International Holdings B.V.'s potential holdings of Nokia shares and voting
rights has at the time of the assignment fallen below 5% and that Microsoft
Asia Island Limited's potential holdings in Nokia, if all the convertible
bonds were converted into shares of Nokia at the initial conversion price,
could lead to holdings in Nokia of 367 524 324 shares and voting rights. This
represents 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 mentioned bonds.

More information on the terms of the bonds can be found in the releases issued
by Nokia on September 6, 2013. Microsoft Asia Island Limited is bound by the
same transfer, conversion and voting commitments and restrictions as Microsoft
International Holdings B.V. with respect to the convertible bonds, which
restrictions and commitments were also announced on September 6, 2013. Apart
from the change in the Microsoft entity holding the convertible bonds issued
by Nokia, the terms and conditions of this financing arrangement remain
unchanged. Also the commitment, according to which the principal and accrued
interest of the convertible bonds is netted against the proceeds from the sale
in the closing of the sale of substantially all of the Devices & Services
business to Microsoft, will remain despite the assignment of the bonds.

Microsoft Asia Island Limited (tax ID:34593) has its head office in Bermuda
and is an indirectly wholly owned subsidiary of Microsoft Corporation (Tax ID:
600413485).

The current number of shares and voting rights in Nokia is 3 744 994 342.
Should all the convertible bonds be converted into shares in Nokia, the number
of shares and votes would increase to 4 112 518 666 (assuming that no other
new shares would have been issued by 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 the Stock and
Asset Purchase Agreement, dated as of September 2, 2013, between Nokia and
Microsoft International Holdings B.V.(referred to below as the "Agreement");
B) the closing of the Sale of the D&S Business; C) obtaining the confirmation
and approval of our shareholders for the Sale of the D&S Business; D)
receiving timely (if 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
businesses 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 from the implementation of
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, including our internal
reorganization in connection therewith, 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 effects 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.

About Nokia
Nokia 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.

Media and Investor Contacts:

Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com

Investor Relations Europe
Tel. +358 7180 34927

Investor Relations US
Tel. +1 914 368 0555

www.nokia.com





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