Nokia - Company Announcement

Nokia adjusts the conversion price of its EUR 750 million convertible bonds

Nokia Corporation
Stock Exchange Release
June 18, 2014 at 16:30 (CET +1)

Espoo, Finland - Nokia announced today that it has adjusted the conversion
price of its EUR 750 million convertible bonds (the “Bonds”) to EUR 2.44 per
share due to the distribution of dividends decided by the Nokia Annual General
Meeting on June 17, 2014 (the “AGM”). 

The AGM decided on the distribution of an ordinary dividend of EUR 0.11 and a
special dividend of EUR 0.26 per share. The terms and conditions of the Bonds
provide for adjustments of the conversion price for any dividends. 

Due to the adjustment of the conversion price, the maximum number of shares
that the Bonds can be converted to is increased by 20 192 323 shares.
Consequently, the Board of Directors decided, on the basis of the authorization
by the AGM and in deviation from the pre-emptive subscription right of the
company's shareholders, to issue 20 192 323 new shares upon the conversion of
the Bonds into Nokia shares. 

Based on the adjusted conversion price, EUR 2.44, the maximum number of new
shares which may be issued by Nokia upon the conversion of the Bonds is 307 336
065, representing approximately 8.3% of Nokia's currently issued shares
(excluding the shares owned by Nokia and its subsidiary companies). 


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)
expectations, plans or benefits related to Nokia's new strategy; B)
expectations, plans or benefits related to future performance of Nokia's
continuing businesses Networks, HERE and Technologies; C) expectations, plans
or benefits related to changes in leadership and operational structure; D)
expectations regarding market developments, general economic conditions and
structural changes; E) expectations and targets regarding performance,
including those related to market share, prices, net sales and margins; F) the
timing of the deliveries of our products and services; G) expectations and
targets regarding our financial performance, cost savings and competitiveness
as well as results of operations; H) expectations and targets regarding
collaboration and partnering arrangements; I) the outcome of pending and
threatened litigation, disputes, regulatory proceedings or investigations by
authorities; J) expectations regarding restructurings, investments, uses of
proceeds from transactions, acquisitions and divestments and our ability to
achieve the financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including any
expectations, plans or benefits related to or caused by the transaction
announced on September 3, 2013 where Nokia sold substantially all of Nokia's
Devices & Services business to Microsoft on April 25, 2014 ("Sale of the D&S
Business"); K) statements preceded by or including "believe,""expect,""anticipate,""foresee,""sees,""target,""estimate,""designed,""aim","plans,""intends,""focus", "continue", "project", "should", "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 theyinvolve 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 execute our new strategy successfully and in a timely manner, and
our ability to successfully adjust our operations; 2) our ability to sustain or
improve the operational and financial performance of our continuing businesses
and correctly identify business opportunities or successfully pursue new
business opportunities; 3) our ability to execute Networks' strategy and
effectively, profitably and timely adapt its business and operations to the
increasingly diverse needs of its customers and technological developments; 4)
our ability within our Networks business to effectively and profitably invest
in and timely introduce new competitive high-quality products, services,
upgrades and technologies; 5) our ability to invent new relevant technologies,
products and services, to develop and maintain our intellectual property
portfolio and to maintain the existing sources of intellectual property related
revenue and establish new such sources; 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 within our HERE business to maintain current
sources of revenue, historically derived mainly from the automotive industry,
create new sources of revenue, establish a successful location-based platform
and extend our location-based services across devices and operating systems; 8)
effects of impairments or charges to carrying values of assets, including
goodwill, or liabilities; 9) our dependence on the development of the mobile
and communications industry in numerous diverse markets, as well as on general
economic conditions globally and regionally; 10) our Networks business'
dependence on a limited number of customers and large, multi-year contracts;
11) our ability to retain, motivate, develop and recruit appropriately skilled
employees; 12) 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; 13) our ability to manage our
manufacturing, service creation and delivery, and logistics efficiently and
without interruption, especially if the limited number of suppliers we depend
on fail to deliver sufficient quantities of fully functional products and
components or deliver timely services; 14) potential exposure to contingent
liabilities due to the Sale of the D&S Business and possibility that the
agreements we have entered into with Microsoft may have terms that prove to be
unfavorable to us; 15) any inefficiency, malfunction or disruption of a system
or network that our operations rely on or any impact of a possible
cybersecurity breach; 16) our ability to reach targeted results or improvements
by managing and improving our financial performance, cost savings and
competitiveness; 17) management of Networks' customer financing exposure; 18)
the performance of the parties we partner and collaborate with, and our ability
to achieve successful collaboration or partnering arrangements; 19) our ability
to protect the technologies, which we develop, license, use or intend to use
from claims that we have infringed third parties' intellectual property rights,
as well as, impact of possible licensing costs, restriction on our usage of
certain technologies, and litigation related to intellectual property rights;
20) the impact of regulatory, political or other developments on our operations
and sales in those various countries or regions where we do business; 21)
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; 22) our ability to successfully implement
planned transactions, such as acquisitions, divestments, mergers or joint
ventures, manage unexpected liabilities related thereto and achieve the
targeted benefits; 23) the impact of unfavorable outcome of litigation,
contract related disputes or allegations of health hazards associated with our
business, as well as the risk factors specified on pages 12-35 of Nokia's
annual report on Form 20-F for the year ended December 31, 2013 under Item 3D."Risk Factors." Other unknown or unpredictable factors or underlying
assumptions subsequently proven 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. 

This announcement does not constitute or form part of any offer for sale or
subscription of or solicitation or invitation of any offer to buy or subscribe
for any securities, including in the United States, nor shall it or any part of
it form the basis of or be relied on in connection with any contract or
commitment whatsoever. 


About Nokia

Nokia invests in technologies important in a world where billions of devices
are connected. We are focused on three businesses: network infrastructure
software, hardware and services, which we offer through Networks; location
intelligence, which we provide through HERE; and advanced technology
development and licensing, which we pursue through Technologies. Each of these
businesses is a leader in its respective field. http://company.nokia.com 


Media Enquiries:

Nokia
Communications
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Email: press.services@nokia.com