Nokia completes acquisition of Amber Networks through issuance and transfer of Nokia shares

On July 25, 2001, Nokia announced its intention to acquire Amber Networks, a Fremont CA based privately held networking infrastructure company. The transaction was subject to customary closing conditions, and today Nokia announced the completion of this acquisition as well as issuance of new shares and transfer of Nokia shares held by Nokia.

The Board of Directors of Nokia Corporation has resolved to increase the share capital of the Company by EUR 1,099,752.72, consisting of 18,329,212 new shares, and to transfer a total of 2,532,000 Nokia shares held by Nokia Corporation. Each share has a par value of EUR 0.06. Both the newly issued shares and the treasury shares are offered for the subscription by the stockholders of Amber Networks, and they are payable with the common stock issued by Amber Networks. The subscription price for the new shares and the treasury shares is EUR 20.7710 per share, and the subscription period is August 30, 2001. The subscriptions shall be paid no later than August 30, 2001. The shares are used to finance acquisition of Amber Networks, which purpose constitutes important financial grounds to deviate from the shareholders' pre-emptive rights to subscribe for shares issued by Nokia. The increase of the share capital and the transfer of treasury shares were resolved on the basis of the authorizations given to the Board of Directors by the Annual General Meeting on March 21, 2001.

The total net acquisition price is USD 421 million payable in Nokia shares and Nokia stock options. The issuance of the stock options will not result in an increase of the share capital or the total number of shares.

Amber Networks was founded in 1998, and is known as the developer of the first fault-tolerant routing platform. It will be integrated with the Network Platforms business area of Nokia Networks.

Nokia is the world leader in mobile communications. Backed by its experience, innovation, user-friendliness and secure solutions, the company has become the leading supplier of mobile phones and a leading supplier of mobile, fixed and IP networks. By adding mobility to the Internet Nokia creates new opportunities for companies and further enriches the daily lives of people. Nokia is a broadly held company with listings on six major exchanges.

Further information:

Nokia
Corporate Communications
Tel. +358 7180 34459
Fax +358 7180 38226
Email communications.corporate@nokia.com

www.nokia.com