Nokia - Company Announcement

Nokia launches Convertible Bonds to raise approximately EUR 750 million

Nokia Corporation
Stock Exchange Release
October 23, 2012 at 09.00 (CET+1)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE TO U.S. PERSONS OR IN, OR INTO, DIRECTLY OR INDIRECTLY,
THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR TO ANY OTHER
JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN
ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA,
AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

Nokia announces today that it intends to make an offering of senior unsecured
convertible bonds due 2017 convertible into ordinary shares of Nokia
Corporation to certain international institutional investors through an
accelerated book building process. The bonds are proposed to be issued in an
aggregate principal amount of EUR 750 million. Nokia intends to use the net
proceeds of the offering to prudently manage its capital structure, proactively
address upcoming debt maturities while preserving existing pools of liquidity
and for general corporate purposes. 

“This offering is designed to further strengthen our financial position and
liquidity profile while allowing us to benefit from the current attractive
long-term financing opportunities in the convertible bond market,” said Timo
Ihamuotila, Nokia's Executive Vice President and CFO. 

The bonds are expected to carry a coupon of between 4.25% and 5.00% per annum
payable semi-annually in arrears on April 26 and October 26 in each year,
commencing on or about April 26, 2013. The initial conversion price is expected
to be set at a premium of 28% to 33% above the volume weighted average price of
Nokia shares on NASDAQ OMX Helsinki between launch and pricing of the offering.
The bonds will be issued at par and will be redeemed at par on maturity, unless
otherwise redeemed, purchased, converted or cancelled, in accordance with the
terms and conditions of the bonds. Nokia has the right to redeem all
outstanding bonds after the third anniversary plus 30 days of the closing date
if the volume weighted average price of the shares is at least 150% of the then
prevailing conversion price for a specified period of time. Nokia will also
have the right to redeem all outstanding bonds at any time if conversion rights
are exercised and/or purchases (and corresponding cancellations) and/or
redemptions effected in respect of 85% or more in principal amount of the
bonds. The terms and conditions of the bonds provide for adjustments of the
conversion price for any dividends in cash or in kind as well as customary
anti-dilution adjustments. The final terms of the bonds, including the initial
conversion price and the maximum number of shares (without any adjustments
having been made to the conversion price) which may be issued by Nokia upon
conversion of the bonds, are expected to be announced later today, and closing
is expected on or about October 26, 2012. 

Trading in the bonds is expected to commence on or about October 26, 2012.
Nokia will make an application to include the bonds for trading on the Open
Market (Freiverkehr) segment of the Frankfurt Stock Exchange after closing. 

BofA Merrill Lynch, Barclays, Citi and Deutsche Bank are acting as joint
bookrunners and BofA Merrill Lynch is acting as settlement agent in the
offering. 

Disclaimer
The information contained in this announcement is for background purposes only
and does not purport to be full or complete.  No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
completeness or fairness.  The information in this announcement is subject to
change. 

This announcement is not for publication, distribution or release, directly or
indirectly, to U.S. persons or in or into the United States, Canada, South
Africa, Australia or Japan or to any other jurisdiction where such an
announcement would be unlawful.  The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction.  Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. 

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, securities to U.S persons or any person in the
United States, Australia, Canada, South Africa or Japan or in any other
jurisdiction.  The securities referred to herein may not be offered or sold in
the United States unless registered under the US Securities Act of 1933, as
amended (the “Securities Act”) or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act.  The offer and
sale of the securities referred to herein has not been and will not be
registered under the Securities Act or under the applicable securities laws of
Australia, Canada, South Africa or Japan. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Australia, Canada,
South Africa or Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, South Africa or Japan.  There will be
no public offer of the securities referred to herein in the United States,
Australia, Canada, South Africa or Japan or elsewhere. 

This announcement may include statements that are, or may be deemed to be,
“forward-looking statements”.  These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
“believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”,
“intends”, “may”, “will” or “should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions.  Forward-looking statements may
and often do differ materially from actual results.  Any forward-looking
statements reflect the Nokia's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the company's business, results of operations,
financial position, liquidity, prospects, growth and strategies. 
Forward-looking statements speak only as of the date they are made. 

Each of the company and joint bookrunners and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement whether as a
result of new information, future developments or otherwise. 

Investment in securities such as those discussed in this announcement may
expose an investor to a significant risk of losing all of the amount invested.
Each prospective investor should consult its own advisors as to the legal, tax,
business, financial and related aspects of a purchase of the bonds needed to
make its investment decision and to suitability of the offering for the person
concerned. This announcement does not constitute a recommendation concerning
the offering. The value of the bonds and shares can decrease as well as
increase. Investors should be aware that they may be required to bear the
financial risks of this investment for an indefinite period of time. 

The joint bookrunners, each of which are authorised and regulated in the United
Kingdom by the FSA, are acting exclusively for the company and no-one else in
connection with the offering.  They will not regard any other person as their
respective clients in relation to the offering and will not be responsible to
anyone other than the company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the offering, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein. 

In connection with the offering, the joint bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase bonds and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such bonds and other securities of
the company or related investments in connection with the offering or
otherwise.  Accordingly, references in this announcement, once published, to
the bonds being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the joint bookrunners and any of their
affiliates acting as investors for their own accounts.  The joint bookrunners
do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so. 

None of the joint bookrunners or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement) or any
other information relating to the company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of announcement or its contents or otherwise arising in connection
therewith. 

This announcement and the offer when made are only addressed to and directed,
in member states of the European Economic Area which have implemented the
Prospectus Directive (each, a “relevant member state”), at persons who are
“qualified investors” within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) and pursuant to the relevant implementing
rules and regulations adopted by each relevant member state (“Qualified
Investors”).  Each person in the European Economic Area who initially acquires
any securities or to whom any offer of securities may be made will be deemed to
have represented, acknowledged and agreed that it is a Qualified Investor. 

In addition, in the United Kingdom, this announcement is being distributed only
to, and is directed only at, Qualified Investors (i) who have professional
experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the
Order, and (iii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as “relevant persons”). This announcement
must not be acted on or relied on (i) in the United Kingdom, by persons who are
not relevant persons, and (ii) in any member state of the European Economic
Area other than the United Kingdom, by persons who are not Qualified Investors.
In the UK, the investment activity to which this announcement relates is
available only to relevant persons and will only be engaged in with relevant
persons. In the case of any securities being offered to any investor as a
financial intermediary as that term is used in Article 3(2) of the Prospectus
Directive, such investor will also be deemed to have represented and agreed
that the securities acquired by it in the offering have not been acquired on
behalf of persons in the EEA other than Qualified Investors, nor have the
securities been acquired with a view to their offer or resale in the EEA where
this would result in a requirement for publication by the company or the joint
bookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive. 

Media Enquiries:

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

www.nokia.com