Nokia Corporation
Stock Exchange Release
September 19, 2013 at 16:00 (CET 1)
Notice is given to the shareholders of Nokia Corporation (the Company) of an Extraordinary General Meeting to be held on Tuesday, November 19, 2013 at 2:00 p.m. at Barona Areena, Urheilupuistontie 3, Espoo, Finland. The reception of persons who have registered for the Extraordinary General Meeting will commence at 12:00 noon.
A. Matters on the agenda of the Extraordinary General Meeting
At the Extraordinary General Meeting (also referred to as the Meeting) the following matters will be considered:
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to confirm the minutes and to verify the counting of votes
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Proposal of the Board of Directors to confirm and approve the Sale of the Devices & Services Business
The Company has entered into a Stock and Asset Purchase Agreement, dated as of September 2, 2013 (the Purchase Agreement), by and between the Company and Microsoft International Holdings B.V. (Microsoft International), a wholly owned subsidiary of Microsoft Corporation (Microsoft). Under the Purchase Agreement, the Company will sell substantially all of its Devices & Services Business, including assets and liabilities to the extent primarily related thereto, to Microsoft International for an aggregate purchase price of EUR 3.79 billion in cash, subject to certain adjustments, to be paid upon the consummation of the transactions contemplated by the Purchase Agreement, which is expected to take place in the first quarter of 2014 (the transactions contemplated by the Purchase Agreement collectively the Sale of the Devices & Services Business). The confirmation and approval of the Companys Extraordinary General Meeting is a condition to the consummation of the Sale of the Devices & Services Business.
The Board of Directors proposes and recommends that the Extraordinary General Meeting of Shareholders confirm and approve the Sale of the Devices & Services Business.
More information about the Purchase Agreement is contained in the Companys stock exchange releases concerning the sale dated September 3, 2013, and in the proxy materials dated September 18, 2013, available on the Companys website www.nokia.com/gm.
In addition, pursuant to a mutual patent license agreement (the Patent License Agreement) between the Company and Microsoft, the Company will grant Microsoft a 10-year license to certain of the Companys patents upon consummation of the Sale of the Devices & Services Business, and Microsoft will grant the Company reciprocal rights to certain of Microsofts patents for use in Nokias HERE business and make a payment of EUR 1.55 billion in cash to the Company and, as consideration for the unilateral right to extend the term of the Patent License Agreement to perpetuity, an additional EUR 100 million payment to the Company. Additionally, Microsoft will become a strategic licensee of the HERE location platform, and will pay the Company separately for the services provided under this license. These licensing arrangements become effective upon consummation of the Sale of the Devices & Services Business. The Company is not seeking the Extraordinary General Meetings approval of the Patent License Agreement or the HERE licensing arrangement.
7. Closing of the Meeting
B. Documents of the Extraordinary General Meeting
The proposal of the Board of Directors, this notice and the proxy materials with more detailed information on the proposal to be voted on, including Nokia Group unaudited pro forma financial information, are available on the Companys website at www.nokia.com/gm. The Nokia in 2012 publication, which includes the Companys Annual Accounts for the financial year 2012, as well as interim reports published in 2013 are also available on the above-mentioned website. The interim report for the third quarter 2013 and January -September 2013 is expected to be available on said website on October 29, 2013. The proposal of the Board of Directors, the proxy materials and the stock exchange releases dated September 3, 2013 will also be available at the Meeting. Copies of the proxy materials and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the Extraordinary General Meeting
1. The right to participate and registrationEach shareholder, who on the record date of November 7, 2013 is registered in the Register of Shareholders of the Company, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his, her or its Finnish book-entry account, is automatically registered in the Register of Shareholders of the Company. A shareholder, who wishes to participate in the Extraordinary General Meeting, may register for the Meeting by giving a prior notice of participation no later than on November 12, 2013 at 4:00 p.m. (Finnish time) by which time the registration needs to be received by the Company. Such notice can be given:
a) through Nokias website at www.nokia.com/gm;
b) by telephone to 358 20 770 6870 from Monday to Friday at 09:00 a.m. to 4:00 p.m. (Finnish time);
c) by telefax to 358 7180 38984; or
d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226, Fl-00045 NOKIA GROUP.
In connection with the registration, a shareholder is required to notify his or her name, personal identification number, address, telephone number, the name of any assistant to such shareholder and the name and the personal identification number of such shareholders possible proxy representative, if any.
2. Advance voting service
A shareholder who has a Finnish book-entry account, may vote in advance on item 6 on the agenda
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