Nokia - Major shareholder announcements

Notification under Chapter 9, Section 10 of the Finnish Securities Markets Act

Nokia Corporation
Stock exchange release
September 6, 2013 at 18.45 (CET+1)

Espoo, Finland - Nokia has on September 6, 2013 received a flagging
notification in accordance with Chapter 9, section 5 of the Finnish Securities
Markets Act from Microsoft Corporation. As announced on September 3, 2013
Microsoft has made available to Nokia EUR 1.5 billion financing in the form of
convertible bonds to be issued by Nokia. Each tranche is of nominal value of
EUR 500 million maturing in 2018 (“2018 Bond”), in 2019 (“2019 Bond”) and in
2020 (“2020 Bond”), respectively. The financing is provided by Microsoft
International Holdings B.V., an indirectly wholly owned subsidiary of Microsoft
Corporation. Nokia has on September 6, 2013 decided to draw down the facility
and the three tranches of convertible bonds will be issued on or about
September 23, 2013. 

If the transaction announced on September 3, 2013 by which Microsoft is
expected to purchase substantially all of Nokia's Devices & Services business
would not close and all the convertible bonds were converted into shares of
Nokia this arrangement could lead to Microsoft International Holdings B.V.'s
holdings in Nokia to be altogether 367 524 324 shares and voting rights,
representing 8.9% of all the shares and voting rights in Nokia as calculated
based on current amount of shares added with shares from conversion of all the
above bonds. The 2018 Bond could be converted into 127 103 563 shares and
votes, the 2019 Bond into 122 396 024 shares and votes and 2020 Bonds into 118
024 737 shares and votes. 

At closing of the sale of substantially all of Devices & Services business,
announced on September 3, 2013, Nokia shall buy and  Microsoft International
Holdings B.V.  shall sell the bonds at the closing and the nominal value of the
bonds plus accrued interest will be netted against the proceeds from the sale. 

Microsoft International Holdings B.V. has committed not to convert the 2018
Bonds and 2019 Bonds into shares of Nokia until the second anniversary of the
issuance date of the bonds and 2020 Bonds until the third anniversary of the
issuance date of the bonds. Thereafter, the conversion right continues until
the date falling seven business days prior to the maturity date of the relevant
bond. If the bonds are converted into Nokia shares Microsoft International
Holdings B.V. has committed to vote in accordance with the recommendations of
Nokia's board of directors, except when it would be deemed to be acting in
concert with Nokia pursuant to the Finnish Securities Markets Act. 

Microsoft International Holdings B.V. (tax ID: 17103708) has its head office in
Netherlands and is a indirectly wholly owned subsidiary of Microsoft
Corporation (Tax ID: 600413485). 

The current number of shares and voting rights in Nokia is 3 744 994 342.
Should all the convertible bonds be converted into shares in Nokia, the number
of shares and votes would increase to 4 112 518 666 (assuming that no other new
shares would have been issued by Nokia). 

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. 


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 a purchase agreement between Nokia and
Microsoft (referred to below as "Agreement"); B) the closing of the Sale of the
D&S Business; C) obtaining the shareholder approval 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 business areas 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; and I)
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 caused by us entering into 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, 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 effect 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; and, 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 most recent interim report. 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. 

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