Nokia publishes proxy materials for its Extraordinary General Meeting 0 and notifies a new date for its Q 0 results announcement

Nokia publishes proxy materials for its Extraordinary General Meeting 2013 and notifies a new date for its Q3 2013 results announcement

Nokia Corporation

Stock Exchange Release

September 19, 2013 at 16.05 (CET+1)

Espoo, Finland - As outlined in the notice to the Nokia Extraordinary General Meeting 2013 (EGM) published earlier today, Nokia is making available proxy materials with more detailed information on the proposed transaction, announced on September 3, 2013, in which Nokia has agreed to sell substantially all of its Devices & Services business to Microsoft (the Sale of the D&S Business).

Additionally, Nokia today announces a new publication date for its third quarter 2013 results announcement.

New publication date for Nokias Q3 2013 results announcement

Nokia informs that it plans to publish its third quarter 2013 and January - September 2013 interim report on October 29, 2013. The postponement from the previously announced date is driven by Nokias acquisition of Siemens AGs entire stake in NSN and the announcement of the Sale of the D&S Business, both of which have taken place during the third quarter of 2013.

Proxy materials for the EGM

The proxy materials relating to the Sale of the D&S Business are available at www.nokia.com/gm. Additionally, the material is attached to the Nokia stock exchange release in pdf format and will be furnished to the U.S. Securities and Exchange Commission.

The proxy materials contain detailed information on the proposal to be voted on, and we strongly encourage our shareholders to read the materials in their entirety. The proxy materials include, for instance, a letter from Risto Siilasmaa, Chairman and interim CEO of Nokia as well as Nokia Group unaudited pro forma financial information for certain periods. These sections are also included below in this release.

Nokia Board recommendation

Nokias Board of Directors recommends that Nokia shareholders vote to confirm and approve the Sale of the D&S Business at the Extraordinary General Meeting.

September 18, 2013

Shareholders of Nokia Corporation

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

Shareholder:

You are cordially invited to attend an Extraordinary General Meeting of shareholders of Nokia Corporation to be held on November 19, 2013, at 2:00 p.m. (Helsinki time) at Barona Areena, Urheilupuistontie 3, Espoo, Finland. The attached notice of the Extraordinary General Meeting and proxy materials provide information regarding the proposed resolution to be considered and voted on at the Extraordinary General Meeting. We hope that you can attend either by voting in advance, issuing a proxy to a representative or at the Extraordinary General Meeting in person.

The purpose of the Extraordinary General Meeting is for you and our other shareholders to consider and vote on a proposal to confirm and approve the transactions contemplated by the Stock and Asset Purchase Agreement, dated as of September 2, 2013 (the Purchase Agreement), by and between Nokia Corporation and Microsoft International Holdings B.V. (Microsoft International), a wholly owned subsidiary of Microsoft Corporation (Microsoft). Under the Purchase Agreement, Nokia will sell substantially all of its Devices & Services business (the D&S Business), including assets and liabilities to the extent primarily related thereto, to Microsoft International (the transactions contemplated by the Purchase Agreement, the Sale of the D&S Business) for an aggregate purchase price of EUR 3.79 billion in cash, subject to certain adjustments.

Nokia has also entered into a mutual licensing agreement (the Patent License Agreement) with Microsoft that will become effective upon consummation of the Sale of the D&S Business and a payment to Nokia of EUR 1.55 billion, and, as consideration for Microsofts unilateral right to extend the term of the Patent License Agreement to perpetuity, an additional payment of EUR 100 million to Nokia. Under the Patent License Agreement, Nokia will grant Microsoft a 10-year license to certain of Nokias patents and Microsoft will grant Nokia reciprocal rights to certain of Microsofts patents for use in Nokias HERE business. Upon consummation of the Sale of the D&S Business, Microsoft will also become a strategic licensee of the HERE location platform and will pay Nokia separately for the services provided under this license. Microsoft is expected to become one of the top three customers of HERE. Nokia will retain the Nokia brand and all of its patents and patent applications worldwide, provided that certain registered design rights that are specific to the D&S Business will be included in the assets transferred to Microsoft.

The Sale of the D&S Business and the licensing arrangements described above are expected to be significantly accretive to Nokias earnings as each of Nokias continuing businesses, NSN, HERE and Advanced Technologies are global leaders in enabling mobility in their respective areas. The Sale of the D&S Business and the licensing arrangements described above are also expected to significantly strengthen Nokias financial position and provide a solid basis for future investment in the continuing businesses. During the first half of 2013, we estimate that the non-IFRS result of the business proposed to be sold, substantially all of Devices & Services business would have been a loss of EUR 395 million and net sales of that business would have been EUR 5.3 billion. For the same period of time (on a pro forma basis) the non-IFRS result of Nokias continuing businesses would have been a profit of EUR 436 million and the net sales of Nokias continuing businesses would have been EUR 6.3 billion. On a pro forma basis Nokia had EUR 12.8 billion of gross cash and EUR 7.5 billion of net cash at the end of the first half of 2013.

More information about the Sale of the D&S Busin

LINK:	http://press.nokia.com/2013/09/19/nokia-publishes-proxy-materials-for-...
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