Nokia adjusts the conversion price of its EUR 750 million convertible bonds

Nokia Corporation

Stock Exchange Release

June 18, 2014 at 16:30 (CET +1)

Espoo, Finland - Nokia announced today that it has adjusted the conversion price of its EUR 750 million convertible bonds (the Bonds) to EUR 2.44 per share due to the distribution of dividends decided by the Nokia Annual General Meeting on June 17, 2014 (the AGM).

The AGM decided on the distribution of an ordinary dividend of EUR 0.11 and a special dividend of EUR 0.26 per share. The terms and conditions of the Bonds provide for adjustments of the conversion price for any dividends.

Due to the adjustment of the conversion price, the maximum number of shares that the Bonds can be converted to is increased by 20 192 323 shares. Consequently, the Board of Directors decided, on the basis of the authorization by the AGM and in deviation from the pre-emptive subscription right of the companys shareholders, to issue 20 192 323 new shares upon the conversion of the Bonds into Nokia shares.

Based on the adjusted conversion price, EUR 2.44, the maximum number of new shares which may be issued by Nokia upon the conversion of the Bonds is 307 336 065, representing approximately 8.3% of Nokias currently issued shares (excluding the shares owned by Nokia and its subsidiary companies).

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) expectations, plans or benefits related to Nokias new strategy; B) expectations, plans or benefits related to future performance of Nokias continuing businesses Networks, HERE and Technologies; C) expectations, plans or benefits related to changes in leadership and operational structure; D) expectations regarding market developments, general economic conditions and structural changes; E) expectations and targets regarding performance, including those related to market share, prices, net sales and margins; F) the timing of the deliveries of our products and services; G) expectations and targets regarding our financial performance, cost savings and competitiveness as well as results of operations; H) expectations and targets regarding collaboration and partnering arrangements; I) the outcome of pending and threatened litigation, disputes, regulatory proceedings or investigations by authorities; J) expectations regarding restructurings, investments, uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, divestments and acquisitions, including any expectations, plans or benefits related to or caused by the transaction announced on September 3, 2013 where Nokia sold substantially all of Nokias Devices & Services business to Microsoft on April 25, 2014 (Sale of the D&S Business); K) statements preceded by or including believe, expect, anticipate, foresee, sees, target, estimate, designed, aim, plans, intends, focus, continue, project, should, will or similar expressions. These statements are based on managements 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) our ability to execute our new strategy successfully and in a timely manner, and our ability to successfully adjust our operations; 2) our ability to sustain or improve the operational and financial performance of our continuing businesses and correctly identify business opportunities or successfully pursue new business opportunities; 3) our ability to execute Networks strategy and effectively, profitably and timely adapt its business and operations to the increasingly diverse needs of its customers and technological developments; 4) our ability within our Networks business to effectively and profitably invest in and timely introduce new competitive high-quality products, services, upgrades and technologies; 5) our ability to invent new relevant technologies, products and services, to develop and maintain our intellectual property portfolio and to maintain the existing sources of intellectual property related revenue and establish new such sources; 6) our ability to protect numerous patented standardized or proprietary technologies from third-party infringement or actions to invalidate the intellectual property rights of these technologies; 7) our ability within our HERE business to maintain current sources of revenue, historically derived mainly from the automotive industry, create new sources of revenue, establish a successful location-based platform and extend our location-based services across devices and operating systems; 8) effects of impairments or charges to carrying values of assets, including goodwill, or liabilities; 9) our dependence on the development of the mobile and communications industry in numerous diverse markets, as well as on general economic conditions globally and regionally; 10) our Networks business dependence on a limited number of customers and large, multi-year contracts; 11) our ability to retain, motivate, develop and recruit appropriately skilled employees; 12) the potential complex tax issues and obligations we may face, including the obligation to pay additional taxes in various jurisdictions and our actual or anticipated performance, among other factors, could result in allowances related to deferred tax assets; 13) our ability to manage our manufacturing, service creation and delivery, and logistics efficiently and without interruption, especially if the limited number of suppliers we depend

LINK:	http://company.nokia.com/en/news/press-releases/2014/06/18/nokia-adjus...
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