Nokia - Company Announcement

Nokia Siemens Networks Finance B.V. announces the offering of EUR 600 million Senior Notes

Nokia Corporation
Stock exchange release
March 18, 2013 at 15.45 (CET+1)

Nokia announced today that Nokia Siemens Networks Finance B.V., a wholly owned
subsidiary of Nokia Siemens Networks B.V., announced the offer of EUR 600
million Senior Notes (the “Notes”). 

The Notes will be guaranteed on a senior basis by Nokia Siemens Networks B.V.
and Nokia Siemens Networks Oy. The net proceeds from the issuance and sale of
the Notes will be used to prepay certain existing debt of Nokia Siemens
Networks. The Notes will have terms and conditions commensurate with the high
yield nature of these debt securities. 

Nokia Siemens Networks is jointly owned by Nokia Corporation and Siemens AG and
its financial results are consolidated by Nokia Corporation. Nokia has not
guaranteed any of the Nokia Siemens Networks borrowings and thus they are
non-recourse to Nokia. 

The Notes have not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), and may not be offered or sold in the
United States absent registration under the U.S. Securities Act or an
applicable exemption from the registration requirements of the U.S. Securities
Act.  The Notes are being offered only to qualified institutional buyers in
accordance with Rule 144A under the U.S. Securities Act and outside the United
States in accordance with Regulation S under the U.S. Securities Act. 

Important Regulatory Notice

The offer and sale of the Notes will be made pursuant to an exemption under the
Prospectus Directive, as implemented in Member States of the European Economic
Area, from the requirement to produce a prospectus for offers of securities. 
This announcement does not constitute an advertisement for the purposes of the
Prospectus Directive. 

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy any Notes, nor will there be any sale of Notes referred to in
this announcement, in any jurisdiction, including the United States, in which
such offer, solicitation or sale is not permitted.  The Notes may not be
offered or sold in the United States absent registration under the U.S.
Securities Act or an applicable exemption from the registration requirements of
the U.S. Securities Act. 

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 expected plans and benefits of our partnership with Microsoft to bring
together complementary assets and expertise to form a global mobile ecosystem
for smartphones; B) the timing and expected benefits of our strategies,
including expected operational and financial benefits and targets as well as
changes in leadership and operational structure; C) the timing of the
deliveries of our products and services; D) our ability to innovate, develop,
execute and commercialize new technologies, products and services; E)
expectations regarding market developments and structural changes; F)
expectations and targets regarding our industry volumes, market share, prices,
net sales and margins of our products and services; G) expectations and targets
regarding our operational priorities and results of operations; H) expectations
and targets regarding collaboration and partnering arrangements; I) the outcome
of pending and threatened litigation, regulatory proceedings or investigations
by authorities; J) expectations regarding the successful completion of 
restructurings, investments, acquisitions and divestments on a timely basis and
our ability to achieve the financial and operational targets set in connection
with any such restructurings, investments, acquisitions and divestments; and K)
statements preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""aim", "plans,""intends,""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) our
ability to make the Windows Phone ecosystem a competitive and profitable global
ecosystem that achieves sufficient scale, value and attractiveness to relevant
market participants, making Nokia products with Windows Phone a competitive
choice for consumers; 2) our success in the smartphone market, including our
ability to introduce and bring to market quantities of attractive,
competitively priced Nokia products with Windows Phone that are positively
differentiated from our competitors' products, both outside and within the
Windows Phone ecosystem; 3) our ability to produce attractive and competitive
devices in our Mobile Phones business unit, including feature phones and
devices with features such as full touch that can be categorized as
smartphones, in a timely and cost efficient manner with differentiated
hardware, software, localized services and applications; 4) the success of our
HERE strategy, including our ability to establish a successful location-based
platform and extend our location-based services across devices and operating
systems; 5) our ability to provide support for our Devices & Services business
and maintain current and create new sources of revenue from our location-based
service and commerce assets; 6) our ability to protect numerous patented
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
7) our ability to maintain the existing sources of intellectual property
related revenue and establish new such sources; 8) the intensity of competition
in the various markets where we do business and our ability to maintain or
improve our market position or respond successfully to changes in the
competitive environment; 9) our ability to keep momentum and increase our speed
of innovation, product development and execution in order to bring new
innovative and competitive mobile products and location-based or other services
to the market in a timely manner; 10) the success of our partnership with
Microsoft in connection with the Windows Phone ecosystem; 11) our ability to
effectively and smoothly implement the planned changes in our operational
structure and achieve targeted efficiencies and reductions in operating
expenses; 12) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 13) our dependence on the development of the
mobile and communications industry, including location-based and other services
industries, in numerous diverse markets, as well as on general economic
conditions globally and regionally; 14) our ability to maintain and leverage
our traditional strengths in the mobile products market, especially if we are
unable retain the loyalty of our mobile operator and distributor customers and
consumers as a result of the implementation of our strategies or other factors;
15) the performance of the parties we partner and collaborate with, including
Microsoft and our ability to achieve successful collaboration or partnering
arrangements; 16) our ability to deliver our mobile products profitably, in
line with quality requirements and on time, especially if the limited number of
suppliers we depend on fail to deliver sufficient quantities of fully
functional products, components, sub-assemblies, software and services on
favorable terms and in compliance with our supplier requirements; 17) our
ability to manage efficiently our manufacturing and logistics, as well as to
ensure the quality, safety, security and timely delivery of our products and
services; 18) any actual or even alleged defects or other quality, safety and
security issues in our products; 19) any inefficiency, malfunction or
disruption of a system or network that our operations rely on; 20) the impact
of cybersecurity breach or other factors leading to an actual or alleged loss,
improper disclosure or leakage of any personal or consumer data collected by us
or our partners or subcontractors, made available to us or stored in or through
our products; 21) our ability to successfully manage the pricing of our
products and costs related to our products and our operations; 22) the
potential complex tax issues and obligations we may face, including the
obligation to pay additional taxes in various jurisdictions and our actual or
anticipated performance, among other factors, could result in allowances
related to deferred tax assets; 23) exchange rate fluctuations, particularly
between the euro, which is our reporting currency, and the US dollar, the
Japanese yen and the Chinese yuan, as well as certain other currencies; 24) our
ability to protect the technologies, which we or others develop or which we
license, from claims that we have infringed third parties' intellectual
property rights, as well as our unrestricted use on commercially acceptable
terms of certain technologies in our product and services; 25) the impact of
economic, regulatory, political or other development on our sales,
manufacturing facilities and assets located in emerging market countries as
well as the impact of regulations against imports to those countries; 26) the
impact of changes in and enforcement of government policies, technical
standards, trade policies, laws or regulations in countries where our assets
are located and where we do business; 27) investigations or claims by
contracting parties in relation to exits from countries, areas or contractual
arrangements; 28) unfavorable outcome of litigation, regulatory proceedings or
investigations by authorities; 29) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile devices, and the
lawsuits and publicity related to them, regardless of merit; 30) Nokia Siemens
Networks' success in the mobile broadband infrastructure and related services
market and its ability to effectively, profitably and timely adapt business and
operations to the diverse needs of its customers; 31) Nokia Siemens Networks'
ability to maintain and improve its market position and respond successfully to
changes and competition in the mobile broadband infrastructure and related
services market; 32) Nokia Siemens Networks' success in implementing its
restructuring plan and reducing its operating expenses and other costs; 33)
Nokia Siemens Networks' ability to invest in and timely introduce new
competitive products, services, upgrades and technologies; 34) Nokia Siemens
Networks' dependence on limited number of customers and large, multi-year
contracts; 35) Nokia Siemens Networks' liquidity and its ability to meet its
working capital requirements, including access to available credit under its
financing arrangements and other credit lines as well as cash at hand; 36) the
management of Nokia Siemens Networks' customer financing exposure; 37) whether
ongoing or any additional governmental investigations of alleged violations of
law by some former employees of Siemens may involve and affect the
carrier-related assets and employees transferred by Siemens to Nokia Siemens
Networks; 38) any impairment of Nokia Siemens Networks customer relationships
resulting from ongoing or any additional governmental investigations involving
the Siemens carrier-related operations transferred to Nokia Siemens Networks,
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." 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. 

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