Nokia - Notice to convene extr.general meeting

NOKIA’S EXTRAORDINARY GENERAL MEETING RELOCATED TO HELSINKI ICE HALL; NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Nokia Corporation
Stock Exchange Release
14.10.2013 at 9:00 (CET+1)

Nokia Corporation has changed the venue of the Extraordinary General Meeting,
so that the meeting will be held in Helsinki Ice Hall, Nordenskiöldinkatu
11-13, 00250 Helsinki, on Tuesday November 19, 2013. Helsinki Ice Hall offers
better connections to the participants arriving to the Meeting and more
flexibility in the practical arrangements of the venue. 

The schedule and content of the meeting remain unchanged. More information
about the meeting is available below, in the new Notice of the Extraordinary
General Meeting, which replaces and cancels the Notice dated September 18,
2013. 

The Extraordinary General Meeting starts at 2:00 p.m. The doors at Helsinki Ice
Hall will open at 12:00 noon. The reception of persons who have registered for
the meeting will commence at 12:00 noon. 

The meeting will be conducted primarily in Finnish, and simultaneous
translation will be available into Swedish and English, and as necessary, into
Finnish. 

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Nokia Corporation (the “Company”) of an
Extraordinary General Meeting to be held on Tuesday, November 19, 2013 at 2:00
p.m. at Helsinki Ice Hall, Nordenskiöldinkatu 11-13, 00250 Helsinki, Finland.
The reception of persons who have registered for the Extraordinary General
Meeting will commence at 12:00 noon. 

A. Matters on the agenda of the Extraordinary General Meeting

At the Extraordinary General Meeting (also referred to as the “Meeting”) the
following matters will be considered: 

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to confirm the minutes and to verify the counting of
votes 

4. Recording the legal convening of the Meeting and quorum

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Proposal of the Board of Directors to confirm and approve the Sale of the
Devices & Services Business 
The Company has entered into a Stock and Asset Purchase Agreement, dated as of
September 2, 2013 (the “Purchase Agreement”), by and between the Company and
Microsoft International Holdings B.V. (“Microsoft International”), a wholly
owned subsidiary of Microsoft Corporation (“Microsoft”). Under the Purchase
Agreement, the Company will sell substantially all of its Devices & Services
Business, including assets and liabilities to the extent primarily related
thereto, to Microsoft International for an aggregate purchase price of EUR 3.79
billion in cash, subject to certain adjustments, to be paid upon the
consummation of the transactions contemplated by the Purchase Agreement, which
is expected to take place in the first quarter of 2014 (the transactions
contemplated by the Purchase Agreement collectively the “Sale of the Devices &
Services Business”). The confirmation and approval of the Company's
Extraordinary General Meeting is a condition to the consummation of the Sale of
the Devices & Services Business. 

The Board of Directors proposes and recommends that the Extraordinary General
Meeting of Shareholders confirm and approve the Sale of the Devices & Services
Business. 

More information about the Purchase Agreement is contained in the Company's
stock exchange releases concerning the sale dated September 3, 2013, and in the
proxy materials dated September 18, 2013, available on the Company's website
www.nokia.com/gm. 

In addition, pursuant to a mutual patent license agreement (the “Patent License
Agreement”) between the Company and Microsoft, the Company will grant Microsoft
a 10-year license to certain of the Company's patents upon consummation of the
Sale of the Devices & Services Business, and Microsoft will grant the Company
reciprocal rights to certain of Microsoft's patents for use in Nokia's HERE
business and make a payment of EUR 1.55 billion in cash to the Company and, as
consideration for the unilateral right to extend the term of the Patent License
Agreement to perpetuity, an additional EUR 100 million payment to the Company.
Additionally, Microsoft will become a strategic licensee of the HERE location
platform, and will pay the Company separately for the services provided under
this license. These licensing arrangements become effective upon consummation
of the Sale of the Devices & Services Business. The Company is not seeking the
Extraordinary General Meeting's approval of the Patent License Agreement or the
HERE licensing arrangement. 

7. Closing of the Meeting

B. Documents of the Extraordinary General Meeting
The proposal of the Board of Directors, this notice and the proxy materials
with more detailed information on the proposal to be voted on, including Nokia
Group unaudited pro forma financial information, are available on the Company's
website at www.nokia.com/gm. The “Nokia in 2012” publication, which includes
the Company's Annual Accounts for the financial year 2012, as well as interim
reports published in 2013 are also available on the above-mentioned website.
The interim report for the third quarter 2013 and January -September 2013 is
expected to be available on said website on October 29, 2013. The proposal of
the Board of Directors, the proxy materials and the stock exchange releases
dated September 3, 2013 will also be available at the Meeting. Copies of the
proxy materials and of this notice will be sent to shareholders upon request. 

C. Instructions for the participants in the Extraordinary General Meeting

1. The right to participate and registration
Each shareholder, who on the record date of November 7, 2013 is registered in
the Register of Shareholders of the Company, has the right to participate in
the Extraordinary General Meeting. A shareholder, whose shares are registered
on his, her or its Finnish book-entry account, is automatically registered in
the Register of Shareholders of the Company. A shareholder, who wishes to
participate in the Extraordinary General Meeting, may register for the Meeting
by giving a prior notice of participation no later than on November 12, 2013 at
4:00 p.m. (Finnish time) by which time the registration needs to be received by
the Company. Such notice can be given: 

a) through Nokia's website at www.nokia.com/gm;
b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 a.m. to 4:00
p.m. (Finnish time); 
c) by telefax to +358 7180 38984; or
d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,
Fl-00045 NOKIA GROUP. 

In connection with the registration, a shareholder is required to notify his or
her name, personal identification number, address, telephone number, the name
of any assistant to such shareholder and the name and the personal
identification number of such shareholder's possible proxy representative, if
any. 

2. Advance voting service
A shareholder who has a Finnish book-entry account, may vote in advance on item
6 on the agenda of the Extraordinary General Meeting through the Company's
website from September 19, 2013 to 4:00 p.m on November 12, 2013. (Finnish
time). A shareholder voting in advance may not be able to exercise his, her or
its right under the Finnish Companies Act to request information or a vote at
the Meeting and if the proposal regarding item 6 on the agenda has changed
after the beginning of the advance voting period, the shareholder's ability to
vote on the agenda item may be restricted, unless the shareholder will be
present in person or represented by proxy at the Extraordinary General Meeting.
The conditions and other instructions relating to the electronic advance voting
may be found on the Company's website www.nokia.com/gm. The Finnish book-entry
account number of the shareholder is required for identification purposes when
voting in advance. 

3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise
his, her or its rights at the Meeting by proxy. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his or her right to represent the shareholder at the Extraordinary General
Meeting. Should a shareholder participate in the Meeting by means of several
proxy representatives representing the shareholder with shares in different
book-entry accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
Extraordinary General Meeting. Possible proxy documents should be delivered in
originals to Nokia's Registry of Shareholders before the last date for
registration. 

4. Holders of nominee registered shares
A holder of nominee registered shares is advised without delay to request from
his, her or its custodian bank the necessary instructions regarding
registration in the Register of Shareholders of the Company, issuing of proxy
documents and registration for the Extraordinary General Meeting. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the Extraordinary General
Meeting, in the temporary Register of Shareholders of the Company at the latest
on November 14, 2013 at 4:00 p.m. (Finnish time). Further information on these
matters can also be found on the Company's website www.nokia.com/gm. 

5. Other instructions and information
On the date of this Notice of the Extraordinary General Meeting, October 13,
2013, the total number of shares in Nokia Corporation and votes represented by
such shares is 3 744 994 342. 

Doors of the meeting venue will open at 12:00 noon. The participants are kindly
invited to the coffee reception before the meeting. The Meeting will be
conducted primarily in Finnish, and simultaneous translation will be available
into Swedish and English, and as necessary, into Finnish. 

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Extraordinary General Meeting has the right to request
information with respect to the matters to be considered at the Meeting. 

In case it would become necessary, the Company has prepared to arrange an
additional space for the Meeting, where some of the meeting participants can be
directed if needed and where shareholders can, by means of video connection,
exercise their shareholder rights in an equal manner with the shareholders in
the main Meeting area. 

This Notice replaces and cancels the Notice dated September 18, 2013 and is,
with the exception of the new Meeting venue, identical in terms of the Meeting
content. Already made registrations for the Meeting and votes given in advance
will stay valid. 

October 13, 2013
BOARD OF DIRECTORS

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