Nokia - Company Announcement

Nokia completes sale of substantially all of its Devices & Services business to Microsoft

Nokia Corporation
Stock exchange release
April 25, 2014 at 13.55 (CET +1)

Espoo, Finland - Nokia today announced that it has completed the sale of
substantially all of its Devices & Services business to Microsoft. 

The transaction, which also includes an agreement to license patents to
Microsoft, was originally announced on September 3, 2013. 

As earlier communicated, the transaction was subject to potential purchase
price adjustments. The estimate of the adjustments made for net working capital
and cash earnings was slightly positive for Nokia, and we currently expect the
total transaction price to be slightly higher than the earlier-announced
transaction price of EUR 5.44 billion after the final adjustments are made
based on the verified closing balance sheet. 

Additionally, as is customary for transactions of this size, scale and
complexity, Nokia and Microsoft made certain adjustments to the scope of the
assets originally planned to transfer. These adjustments included Nokia's
manufacturing facilities in Chennai in India and Masan in the Republic of Korea
not transferring to Microsoft. These adjustments have no impact on the material
deal terms of the transaction and Nokia will be materially compensated for any
retained liabilities. 

In India, our manufacturing facility is subject to an asset freeze by the
Indian tax authorities as a result of ongoing tax proceedings. Consequently,
the facility remains part of Nokia following the closing of the transaction.
Nokia and Microsoft have entered into a service agreement whereby Nokia would
produce mobile devices for Microsoft. 

In Korea, Nokia and Microsoft agreed to exclude the Masan facility from the
scope of the transaction. Nokia will now take steps to close the facility,
which employs approximately 200 people. 

Amid the uncertainty for our employees in Chennai and because of the planned
closure of our facility in Masan, Nokia plans to offer a program of support,
including financial assistance which would give our employees the chance to
explore opportunities outside Nokia starting from a sound financial base. The
company plans to bring to Chennai and Masan elements of its Bridge program,
which we have made available for employees affected by company changes in other
sites. 

The convertible bonds issued by Nokia to Microsoft following the announcement
of the transaction have been redeemed and netted against the deal proceeds by
the amount of principal and accrued interest. 

As previously announced, the following Nokia leaders have stepped down from the
Nokia Leadership Team and transferred to Microsoft at closing, effective April
25, 2014: Stephen Elop, Jo Harlow, Juha Putkiranta, Timo Toikkanen, and Chris
Weber. Until further notice, Nokia's interim governance model announced on
September 3, 2013 is in place. 

Nokia plans to cover in further detail aspects of the closing of the
transaction in conjunction with its first quarter 2014 results announcement on
April 29, 2014. 

Now that the closing of this transaction has taken place, Nokia is arranging a
Board of Directors meeting for early next week in relation to its strategy
assessment which was originally disclosed on September 3, 2013. 

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)
purchase price adjustments related to the 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.; B) expectations with respect to
production facilities; C) expectations, plans or benefits related to or caused
by the Sale of the D&S Business; D) expectations, plans or benefits related to
Nokia's strategies, including plans for Nokia with respect to its continuing
businesses that were not be divested in connection with the Sale of the D&S
Business; E) expectations, plans or benefits related to changes in leadership
and operational structure; F) 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 G)
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) 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; 2) any
negative effect from the implementation of the Sale of the D&S Business,
including our internal reorganization in connection therewith; 3) disruption
and dissatisfaction among employees caused by the Sale of the D&S Business; 4)
the amount of the costs, fees, expenses and charges related to or triggered by
the Sale of the D&S Business; 5) any impairments or charges to carrying values
of assets or liabilities related to or triggered by the Sale of the D&S
Business; 6) potential adverse effects on our business, properties or
operations caused by us implementing the Sale of the D&S Business; 7) 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, 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 fourth quarter and full year
2013 results report available for instance at www.nokia.com/financials. 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 technology leader with three strong businesses: NSN, which offers
network infrastructure; HERE, which offers location-based services; and
Advanced Technologies, which is focused on advanced technology development and
licensing. http://company.nokia.com 


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