2013-11-04 08:30:02 CET

2013-11-04 08:31:03 CET


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Nokia - Company Announcement

Samsung extends the patent license agreement between Nokia and Samsung for five years; companies will enter into binding arbitration to settle the amount of additional compensation


Nokia Corporation
Stock exchange release
November 4, 2013 at 09.30 (CET +1)

Espoo, Finland - Nokia announced that Samsung has extended a patent license
agreement between Nokia and Samsung for five years. The agreement would have
expired at the end of 2013. According to the agreement, Samsung will pay
additional compensation to Nokia for the period commencing from January 1, 2014
onwards, and the amount of such compensation shall be finally settled in a
binding arbitration which is expected to be concluded during 2015. 

“This extension and agreement to arbitrate represent a hallmark of constructive
resolution of licensing disputes, and are expected to save significant
transaction costs for both parties”, said Paul Melin, Chief Intellectual
Property Officer of Nokia. 

Nokia will retain its industry-leading patent portfolio following the proposed
transaction to sell substantially all of its Devices & Services business to
Microsoft and sees further opportunity to create value by investing in
innovation, and by actively managing its patent portfolio and licensing
activities. 

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, or 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; I) the timing of the deliveries of our products and
services; J) our ability to innovate, develop, execute and commercialize new
technologies, products and services; K) expectations regarding market
developments and structural changes; L) expectations and targets regarding
performance, including those related to market share, prices, net sales and
margins of products and services; M) expectations and targets regarding
collaboration and partnering arrangements; N) the outcome of pending and
threatened litigation, regulatory proceedings or investigations by authorities;
O) 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, divestments and acquisitions, as well as any
expected plans and benefits related to or caused by such transactions; and P)
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; 11) 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; 12) 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;
13) our ability to maintain the existing sources of intellectual property
related revenue and establish new such sources; 14) 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; 15) our ability to keep momentum and increase our
speed of innovation, product development and execution in order to bring new
innovative and competitive products and location-based or other services to the
market in a timely manner; 16) our ability to effectively and smoothly
implement the planned changes in our operational structure and achieve targeted
efficiencies and reductions in operating expenses and our ability to complete
the planned divestments and acquisition, including obtaining any needed
regulatory approvals; 17) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 18) 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; 19) our ability to maintain and leverage
our position and strengths, 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; 20) the performance of the
parties we partner and collaborate with and our ability to achieve successful
collaboration or partnering arrangements; 21) our ability to deliver our
products profitably, in line with quality requirements and on time, especially
if the limited number of suppliers we depend on, many of which are
geographically concentrated with a majority based in Asia, 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; 22) 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; 23) any actual or even alleged defects
or other quality, safety and security issues in our products; 24) any
inefficiency, malfunction or disruption of a system or network that our
operations rely on; 25) 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; 26) our ability to
successfully manage the pricing of our products and services and costs related
to our products and services and our operations; 27) 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; 28)
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; 29) 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; 30) 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; 31) 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; 32) investigations or
claims by contracting parties in relation to exits from countries, areas or
contractual arrangements; 33) unfavorable outcome of litigation, regulatory
proceedings or investigations by authorities; 34) 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;
35) Nokia Solutions and Networks' (renamed from Nokia Siemens Networks) also
referred to as NSN 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; 36) NSN's
ability to maintain and improve its market position and respond successfully to
changes and competition in the mobile broadband infrastructure and related
services market; 37) NSN's success in implementing its restructuring plan and
reducing its operating expenses and other costs; 38) NSN's ability to invest in
and timely introduce new competitive products, services, upgrades and
technologies; 39) NSN's dependence on limited number of customers and large,
multi-year contracts; 40) NSN's 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; 41) the management
of NSN's customer financing exposure; 42) 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 (renamed Nokia
Solutions and Networks); 43) any impairment of NSN's customer relationships
resulting from ongoing or any additional governmental investigations involving
the Siemens carrier-related operations transferred to Nokia Siemens Networks
(renamed Nokia Solutions and 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. 

Media Enquiries:

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

www.nokia.com