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2014-04-08

NOKIA: Planned sale of substantially all of Nokia's Devices & Services business to Microsoft has received regulatory approval from China

Nokia Corporation

Stock exchange release
April 8, 2014 at 9.58 (CET +1)

Espoo, Finland - Nokia announced that the planned transaction whereby Nokia
plans to sell substantially all of its Devices&Services business to Microsoft
has today received regulatory approval from the Ministry of Commerce of the
People's Republic of China.

As previously communicated, the closing of the transaction, which was
announced on September 3, 2013, is subject to regulatory approvals and other
customary closing conditions. Nokia and Microsoft have now received
regulatory approvals from the People's Republic of China, the European
Commission, the U.S. Department of Justice and numerous other jurisdictions.
Nokia and Microsoft continue to expect the transaction to close during April
2014, as communicated in our press release from March 24, 2014.

The regulatory approval process has involved a thorough review of Nokia's
patent licensing practices by several competition authorities around the
world. During that process, no authority has challenged Nokia's compliance
with its FRAND undertakings related to standard-essential patents (licensing
on fair, reasonable and non-discriminatory terms) or requested that Nokia
make changes to its licensing program or royalty terms.

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) the planned sale by Nokia of substantially all of Nokia's
Devices&Services business, including Smart Devices and Mobile Phones
(referred to below as "Sale of the D&S Business") pursuant to the Stock and
Asset Purchase Agreement, dated as of September 2, 2013, between Nokia and
Microsoft International Holdings B.V.(referred to below as the "Agreement");
B) the closing of the Sale of the D&S Business; C) receiving timely, if at
all, necessary regulatory approvals for the Sale of the D&S Business; D)
expectations, plans or benefits related to or caused by the Sale of the D&S
Business; E) expectations, plans or benefits related to Nokia's strategies,
including plans for Nokia with respect to its continuing businesses that will
not be divested in connection with the Sale of the D&S Business; F)
expectations, plans or benefits related to changes in leadership and
operational structure; G) expectations and targets regarding our operational
priorities, financial performance or position, results of operations and use
of proceeds from the Sale of the D&S Business; and H) statements preceded by
"believe," "expect," "anticipate," "foresee," "sees," "target," "estimate,"
"designed," "aim", "plans," "intends," "focus," "will" or similar
expressions. These statements are based on management's 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) the inability to close the Sale of the D&S Business in a timely
manner, or at all, for instance due to the inability or delays in obtaining
necessary regulatory approvals for the Sale of the D&S Business, or the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Agreement; 2) the potential adverse effect on the
sales of our mobile devices, business relationships, operating results and
business generally resulting from the announcement of the Sale of the D&S
Business or from the terms that we have agreed for the Sale of the D&S
Business; 3) any negative effect from the implementation of the Sale of the
D&S Business, as we may forego other competitive alternatives for strategies
or partnerships that would benefit our Devices&Services business and if the
Sale of the D&S Business is not closed, we may have limited options to
continue the Devices&Services business or enter into another transaction on
terms favorable to us, or at all; 4) our ability to effectively and smoothly
implement planned changes to our leadership and operational structure or
maintain an efficient interim governance structure and preserve or hire key
personnel; 5) any negative effect from the implementation of the Sale of the
D&S Business, including our internal reorganization in connection therewith,
which will require significant time, attention and resources of our senior
management and others within the company potentially diverting their
attention from other aspects of our business; 6) disruption and
dissatisfaction among employees caused by the plans and implementation of the
Sale of the D&S Business reducing focus and productivity in areas of our
business; 7) the amount of the costs, fees, expenses and charges related to
or triggered by the Sale of the D&S Business; 8) any impairments or charges
to carrying values of assets or liabilities related to or triggered by the
Sale of the D&S Business; 9) potential adverse effects on our business,
properties or operations caused by us implementing the Sale of the D&S
Business; 10) the initiation or outcome of any legal proceedings, regulatory
proceedings or enforcement matters that may be instituted against us relating
to the Sale of the D&S Business, as well as the risk factors specified on
pages 12-47 of Nokia's annual report on Form 20-F for the year ended December
31, 2012 under Item 3D. "Risk Factors." and risks outlined in our fourth
quarter and full year 2013 results report available for instance at
www.nokia.com/financials. Other unknown or unpredictable factors or
underlying assumptions subsequently proving to be incorrect could cause
actual results to differ materially from those in the forward-looking
statements. Nokia does not undertake any obligation to publicly update or
revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.

About Nokia

Nokia 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,
visithttp://www.nokia.com/about-nokia.

Media Enquiries:

Nokia
Communications
Tel. +358 7180 34900
press.services@nokia.com

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NOKIA via Globenewswire

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