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

Source: Nokia Press - Press Releases - September 6, 2013 

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

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 NokiaNokia 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 .