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

September 24, 2013 No Comments

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

Nokia Corporation
Stock exchange release
September 24, 2013 at 11.00 (CET+1)

Espoo, Finland – Nokia has on September 23, 2013 received a flagging notification in accordance with Chapter 9, section 5 of the Finnish Securities Markets Act from Microsoft Corporation, informing of an assignment leading to a change in the entity holding the convertible bonds issued by Nokia.

As announced on September 6, 2013 Nokia decided to draw down EUR 1.5 billion financing in the form of convertible bonds to be issued to Microsoft. The convertible bonds were issued on September 23, 2013 and subscribed for by Microsoft International Holdings B.V., an indirectly wholly owned subsidiary of Microsoft Corporation. Microsoft Corporation has informed Nokia that the convertible bonds have been assigned to Microsoft Asia Island Limited later on the issuance date.

In accordance with the above assignment, Microsoft notified us that Microsoft International Holdings B.V.’s potential holdings of Nokia shares and voting rights has at the time of the assignment fallen below 5% and that Microsoft Asia Island Limited’s potential holdings in Nokia, if all the convertible bonds were converted into shares of Nokia at the initial conversion price, could lead to holdings in Nokia of 367 524 324 shares and voting rights. This represents 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 mentioned bonds.

More information on the terms of the bonds can be found in the releases issued by Nokia on September 6, 2013. Microsoft Asia Island Limited is bound by the same transfer, conversion and voting commitments and restrictions as Microsoft International Holdings B.V. with respect to the convertible bonds, which restrictions and commitments were also announced on September 6, 2013. Apart from the change in the Microsoft entity holding the convertible bonds issued by Nokia, the terms and conditions of this financing arrangement remain unchanged. Also the commitment, according to which the principal and accrued interest of the convertible bonds is netted against the proceeds from the sale in the closing of the sale of substantially all of the Devices & Services business to Microsoft, will remain despite the assignment of the bonds.

Microsoft Asia Island Limited (tax ID:34593) has its head office in Bermuda and is an 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).

 


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