3/23/13

Nokia Siemens Networks Finance B.V. issues EUR 800 million Senior Notes and announces pricing


Nokia Corporation
Stock exchange release
March 22, 2013 at 18.00 (CET+1)

Espoo, Finland - Nokia announced that Nokia Siemens Networks Finance B.V. (the "Issuer"), a wholly owned subsidiary of Nokia Siemens Networks B.V., is issuing EUR 450 million Senior Notes due 2018 at a coupon of 6.75% per annum (the "2018 Notes") and EUR 350 million Senior Notes due 2020 at a coupon of 7.125% per annum (the "2020 Notes" and, together with the 2018 Notes, the "Notes"), each at an offering price of 100%. The offering was announced on March 18, 2013. The Notes amount to an aggregate total of EUR 800 million, which is an increase from the originally planned amount of EUR 600 million. The Notes will be guaranteed on a senior unsecured basis by Nokia Siemens Networks B.V. and Nokia Siemens Networks Oy. The net proceeds from the offering of the Notes will be used to prepay certain existing debt of Nokia Siemens Networks and for general corporate purposes.

Nokia Siemens Networks is jointly owned by Nokia Corporation and Siemens AG and its financial results are consolidated by Nokia Corporation. Nokia has not guaranteed any of the Nokia Siemens Networks borrowings and thus they are non-recourse to Nokia.

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act.  The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act.

Important Regulatory Notice

The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.  This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor will there be any sale of Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted.  The Notes may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act.

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, visit http://www.nokia.com/about-nokia.

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