Nokia - Decisions of extraordinary general meeting

Nokia Extraordinary General Meeting 2013 confirms and approves the sale of substantially all of Nokia’s Devices & Services business to Microsoft

Nokia Corporation
Stock exchange release
November 19, 2013 at 19.06 (CET +1)

Espoo, Finland -The Extraordinary General Meeting of Nokia Corporation held on
November 19, 2013 (“EGM”) decided to confirm and approve the sale of
substantially all of Nokia's Devices & Services business to Microsoft in line
with the proposal and recommendation of the Nokia Board of Directors. More than
99 % of the votes cast at the EGM were in favor of this proposal. "This is a significant step forward for Nokia. We are delighted that
shareholders have given us overwhelmingly strong support to proceed with this
transformative agreement,” said Nokia Board Chairman and interim CEO, Risto
Siilasmaa. “Today's vote brings us closer to completing a transaction which
will mark the beginning of the next chapter in Nokia's near 150-year history,
offering the potential of greater value for shareholders,” he said. 

The transaction is expected to close in the first quarter of 2014, subject to
regulatory approvals and other customary closing conditions. The transaction
was originally announced on September 3, 2013. Further information on the
transaction has been included in Nokia's releases concerning the transaction
and the EGM dated September 3, September 19 and October 14, 2013 as well as the
proxy materials that were made available ahead of the EGM. 

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) receiving timely, if at all, necessary regulatory approvals
for the Sale of the D&S Business; D) expectations, plans or benefits related to
or caused by the Sale of the D&S Business; E) 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; F) expectations, plans or benefits related to changes in
leadership and operational structure; G) 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 H)
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
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, 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
interim report issued on October 29, 2013. 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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