Nokia - Company Announcement

Nokia to fully acquire Siemens’ stake in Nokia Siemens Networks

Nokia Corporation
Stock Exchange Release
July 1, 2013 at 07.00 (CET +1)

Espoo, Finland and Munich, Germany - Nokia Corporation and Siemens AG today
announced that they have entered into a definitive agreement pursuant to which
Nokia acquires Siemens' entire 50% stake in their joint venture, Nokia Siemens
Networks. The acquisition has been approved by the Board of Directors of Nokia
as well as the Managing and Supervisory Boards of Siemens, and is subject to
the customary regulatory approval process. 

The purchase price for Siemens' stake is EUR 1.7 billion and the transaction is
expected to close during the third calendar quarter of 2013. Upon closing of
the planned acquisition, Nokia Siemens Networks will become a wholly owned
subsidiary of Nokia. 

Stephen Elop, President and CEO of Nokia, commented: “With its clear strategic
focus and strong leadership team, Nokia Siemens Networks has structurally
improved its operational and financial performance. Furthermore, Nokia Siemens
Networks has established a clear leadership position in LTE, which provides an
attractive growth opportunity. Nokia is pleased with these developments and
looks forward to continue supporting these efforts to create more shareholder
value for the Nokia group.” 

Joe Kaeser, Siemens CFO, commented: “With this transaction, we continue our
efforts to strengthen our focus on Siemens' Core areas of Energy management,
Industry and Infrastructure as well as Healthcare.  The full acquisition of
Nokia Siemens Networks by Nokia offers an attractive opportunity to actively
shape the telecom equipment market for the future and create sustainable
value.” 

Nokia Siemens Networks was established on April 1, 2007, as a joint venture
combining Nokia's Networks Business Group and Siemens' carrier-related
operations for fixed and mobile networks. Nokia Siemens Networks has since
become a leading global provider of telecommunications infrastructure,
deploying networks that help people stay connected in more than 150 countries
around the world. The company's focus is in offering innovative mobile
broadband technology and services. 

Nokia will continue to consolidate Nokia Siemens Networks for financial
reporting purposes as well as continue to strengthen the company as a more
independent entity. 

Accordingly, Nokia plans to retain the existing management and governance
structure at Nokia Siemens Networks, with Rajeev Suri continuing as CEO and
Jesper Ovesen continuing as Executive Chairman of the Nokia Siemens Networks
Board of Directors, which will adjust to the changing ownership structure. 

Nokia Siemens Networks' operational headquarters will remain in Espoo, Finland,
and the company will continue to have a strong regional presence in Germany,
including its major hub in Munich. Nokia supports the current management plan,
including the already in-progress Nokia Siemens Networks restructuring plan
that remains unchanged as a result of this announcement. 

In accordance with this transaction, the Siemens name will be phased out from
Nokia Siemens Networks' company name and branding. Nokia and Nokia Siemens
Networks plan to confirm the new name and brand at the closing of the
transaction. 

The purchase price totals EUR 1.7 billion, of which EUR 1.2 billion will be
paid in cash at the closing of the transaction. The balance of EUR 0.5 billion
will be paid in the form of a secured loan from Siemens due one year from
closing. Nokia has obtained committed bank financing for the EUR 1.2 billion
cash portion. 

At the end of the first quarter 2013, Nokia had gross cash of EUR 10.1 billion
and net cash of EUR 4.5 billion. Nokia currently estimates that at the end of
the second quarter 2013, Nokia had gross cash of between EUR 9.2 billion - EUR
9.7 billion and net cash of between EUR 3.7 billion - EUR 4.2 billion. For
comparison purposes, if the transaction to purchase Siemens' 50% stake had been
closed during the second quarter 2013, Nokia currently estimates that it would
have ended the second quarter of 2013 with gross cash of between EUR 9.2
billion - EUR 9.7 billion and net cash of between EUR 2.0 billion - EUR 2.5
billion, reflecting the deduction of the purchase price of EUR 1.7 billion from
Nokia net cash. 

Contact for journalists:

Nokia, Communications
Phone: +358 7180 34900
E-mail: press.services@nokia.com

Siemens AG, Media Relations
Wolfram Trost, phone: +49 89 636-34794
E-mail: wolfram.trost@siemens.com

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 www.nokia.com/about-nokia. 

About Siemens AG
Siemens AG (Berlin and Munich) is a global powerhouse in electronics and
electrical engineering, operating in the fields of industry, energy and
healthcare as well as providing infrastructure solutions, primarily for cities
and metropolitan areas. For over 165 years, Siemens has stood for technological
excellence, innovation, quality, reliability and internationality. The company
is the world's largest provider of environmental technologies. Around 40
percent of its total revenue stems from green products and solutions. In fiscal
2012, which ended on September 30, 2012, revenue from continuing operations
totaled €78.5 billion and income from continuing operations €4.7 billion (incl.
IAS 19R and reclassification of the solar business into continuing operations).
At the end of September 2012, Siemens had around 370,000 employees worldwide on
the basis of continuing operations. Further information is available on the
Internet at: www.siemens.com 

FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) the planned acquisition by Nokia of Siemens' entire stake in Nokia Siemens
Networks (referred to below as “Acquisition”); B) the closing of the
Acquisition; C) expected plans and benefits related to or caused by such
Acquisition; D) expectations of financial performance including cash position;
E) the timing and expected benefits of strategies, including expected
operational and financial benefits and targets; F) expectations regarding
market developments and structural changes; and G) statements preceded by"believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""aim", "plans,""intends,""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 that could cause these differences include, but are not limited to risk
in relation to the Acquisition such as the ability to obtain necessary
approvals for the Acquisition as well as internal and external operating
factors relating to, for example, the intensity of competition in the various
markets where we do business, the development of the mobile and communications
industry, general economic conditions globally and regionally and the ability
to invest in and timely introduce new competitive products, services, upgrades
and technologies. These factors include in particular, but are not limited to
factors that Nokia has identified in more detail on pages 12-47 of its annual
report on Form 20-F for the year ended December 31, 2012 under Item 3D. "Risk
Factors.", filed with the US Securities and Exchange Commission (referred to
below as “SEC”) and available for instance through www.nokia.com/financials,
and Nokia Siemens Networks has described on pages 50-51 of its 2012 Annual
Report available for instance through
www.nokiasiemensnetworks.com/about-us/company/financial as well Siemens has
described in Item 3: Key information - Risk factors of Siemens' most recent
annual report on Form 20-F filed with the SEC, in the chapter “Risks” of
Siemens' most recent annual report prepared in accordance with the German
Commercial Code, and in the chapter “Report on risks and opportunities” of
Siemens' most recent interim report. Further information about risks and
uncertainties affecting Siemens is included throughout the most recent annual
and interim reports, as well as the most recent earnings release, which are
available on the Siemens website, www.siemens.com, and throughout the most
recent annual report on Form 20-F and in Siemens' other filings with the SEC,
which are available on the Siemens website, www.siemens.com, and on the SEC's
website, www.sec.gov. 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 nor
Siemens do neither intend nor assume 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. Due to
rounding, numbers presented throughout this and other documents may not add up
precisely to the totals provided and percentages may not precisely reflect the
absolute figures.