Nokia completes offering of EUR 750 million Convertible Bonds due 2017

Nokia Corporation
Stock Exchange Release
October 23, 2012

Nokia today completed an offering of EUR 750 million of senior unsecured convertible bonds due 2017 convertible into ordinary shares of Nokia Corporation. Nokia intends to use the net proceeds of the offering to prudently manage its capital structure, proactively address upcoming maturities while preserving existing pools of liquidity and for general corporate purposes.

"With this successful offering, we have secured long-term financing at attractive terms further strengthening our financial position and liquidity profile" said Timo Ihamuotila, Nokia's Executive Vice President and CFO.

The bonds will carry a coupon of 5.00 % per annum payable semi-annually in arrears commencing on April 26, 2013. The initial conversion price has been set at EUR 2.6116, representing a 28 % conversion premium to the volume weighted average price of Nokia shares on NASDAQ OMX Helsinki between launch and pricing of the offering. The bonds are issued at par and will be redeemed at par on maturity on October 26, 2017, unless otherwise redeemed, purchased, converted or cancelled in accordance with the terms and conditions of the bonds.

Nokia will have the right to redeem all outstanding bonds after the third anniversary plus 30 days of the closing date if the volume weighted average price of Nokia shares is at least 150% of the then prevailing conversion price for a specified period of time. Nokia will also have the right to redeem all outstanding bonds at any time if conversion rights are exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the bonds.

Nokia's Board of Directors decided to issue the bonds on the basis of the authorisation granted by the Annual General Meeting of Nokia held on May 6, 2010.

The maximum number of shares (assuming no adjustments having been made to the conversion price) which may be issued by Nokia upon conversion of the bonds is approximately 287.2 million shares, representing approximately 7.74 % of Nokia's currently issued shares (excluding the shares owned by Nokia and its subsidiary companies). The terms and conditions of the bonds provide for adjustments of the conversion price for any dividends in cash or in kind as well as customary anti-dilution adjustments. The right to convert the bonds into shares commences on December 6, 2012 and ends on October 18, 2017.

Trading in the bonds is expected to commence on or about October 26, 2012. Nokia will make an application to include the bonds for trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange after closing.

BofA Merrill Lynch, Barclays, Citi and Deutsche Bank are acting as joint bookrunners and BofA Merrill Lynch is acting as settlement agent in the offering.