DGAP-UK-Regulatory: Notification under Chapter 9, Section 10 of the Finnish Securities Markets Act

DGAP-UK-Regulatory: Notification under Chapter 9, Section 10 of the Finnish 
Securities Markets Act

Nokia  / Miscellaneous

24.09.2013 10:00

Dissemination of a UK Regulatory Announcement, transmitted by
DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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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 <span
style='font-size:10pt;'>http://www.nokia.com/about-nokia<span
style='font-size:10pt;'>. 

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
News Source: NASDAQ OMX



24.09.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:           English
Company:            Nokia
                    
                     
                    Finland
Phone:              
Fax:                
E-mail:             
Internet:           
ISIN:               FI0009000681
Category Code:      MSC
LSE Ticker:         0HAF
Sequence Number:    1667
Time of Receipt:    Sep 24, 2013 10:00:05
 
End of Announcement                             DGAP News-Service
 
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