exv4w1



 








Exhibit 4.1




			
	 	 	 
	
	 	LIMITED LIABILITY PARTNERSHIP






SIEMENS AG




AND




NOKIA CORPORATION




AND




NOKIA SIEMENS NETWORKS B.V.




 






AMENDED AND RESTATED

FRAMEWORK AGREEMENT




 






 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	1.	 	Interpretation
	 	 	4	 
	 	 	 
	 	 	 	 
	2.	 	Establishment Of And Transfer Of Networks Businesses To NSN
	 	 	30	 
	 	 	 
	 	 	 	 
	3.	 	Assumed Liabilities
	 	 	32	 
	 	 	 
	 	 	 	 
	4.	 	Consultation Obligations
	 	 	33	 
	 	 	 
	 	 	 	 
	5.	 	Business Combination Agreement
	 	 	33	 
	 	 	 
	 	 	 	 
	6.	 	Post-Closing Adjustments
	 	 	34	 
	 	 	 
	 	 	 	 
	7.	 	Conditions Precedent
	 	 	36	 
	 	 	 
	 	 	 	 
	8.	 	First Closing And Delayed Closing
	 	 	38	 
	 	 	 
	 	 	 	 
	9.	 	Warranties And Pre-Closing Conduct
	 	 	40	 
	 	 	 
	 	 	 	 
	10.	 	Indemnities
	 	 	42	 
	 	 	 
	 	 	 	 
	11.	 	Termination
	 	 	44	 
	 	 	 
	 	 	 	 
	12.	 	Siemens Restructuring
	 	 	45	 
	 	 	 
	 	 	 	 
	13.	 	Contracts
	 	 	46	 
	 	 	 
	 	 	 	 
	14.	 	Networks Joint Ventures
	 	 	54	 
	 	 	 
	 	 	 	 
	15.	 	Guarantees
	 	 	57	 
	 	 	 
	 	 	 	 
	16.	 	Employees
	 	 	57	 
	 	 	 
	 	 	 	 
	17.	 	Employee Retention Plan
	 	 	61	 
	 	 	 
	 	 	 	 
	18.	 	Pensions
	 	 	61	 
	 	 	 
	 	 	 	 
	19.	 	Compliance Review
	 	 	61	 
	 	 	 
	 	 	 	 
	20.	 	Intellectual Property, Trade Marks And Corporate Name
	 	 	63	 
	 	 	 
	 	 	 	 
	21.	 	Insurance
	 	 	64	 
	 	 	 
	 	 	 	 
	22.	 	Third Party Consents
	 	 	64	 
	 	 	 
	 	 	 	 
	23.	 	Remedies And Waivers
	 	 	65	 
	 	 	 
	 	 	 	 
	24.	 	Assignment And Novation
	 	 	65	 
	 	 	 
	 	 	 	 
	25.	 	Further Assurances
	 	 	65	 
	 	 	 
	 	 	 	 
	26.	 	Variation
	 	 	66	 






 









 






	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	27.	 	Conflict With Other Agreements
	 	 	66	 
	 	 	 
	 	 	 	 
	28.	 	Notices
	 	 	67	 
	 	 	 
	 	 	 	 
	29.	 	Announcements
	 	 	67	 
	 	 	 
	 	 	 	 
	30.	 	Confidentiality
	 	 	68	 
	 	 	 
	 	 	 	 
	31.	 	Costs And Expenses
	 	 	70	 
	 	 	 
	 	 	 	 
	32.	 	Access To Information And Retention Of Records
	 	 	70	 
	 	 	 
	 	 	 	 
	33.	 	Time Of The Essence
	 	 	71	 
	 	 	 
	 	 	 	 
	34.	 	Interest
	 	 	71	 
	 	 	 
	 	 	 	 
	35.	 	Invalidity
	 	 	71	 
	 	 	 
	 	 	 	 
	36.	 	Third Party Rights
	 	 	72	 
	 	 	 
	 	 	 	 
	37.	 	Counterparts
	 	 	72	 
	 	 	 
	 	 	 	 
	38.	 	Effect Of Closing
	 	 	72	 
	 	 	 
	 	 	 	 
	39.	 	Entire Agreement
	 	 	72	 
	 	 	 
	 	 	 	 
	40.	 	VAT
	 	 	72	 
	 	 	 
	 	 	 	 
	41.	 	Withholding, Deductions And Set Off
	 	 	74	 
	 	 	 
	 	 	 	 
	42.	 	Liability Of The Shareholders
	 	 	75	 
	 	 	 
	 	 	 	 
	43.	 	Choice Of Governing Law, Escalation, Arbitration
	 	 	75	 
	 	 	 
	 	 	 	 
	44.	 	Appointment Of Process Agent
	 	 	77	 
	 	 	 
	 	 	 	 
	45.	 	Enforcement Of Rights By NSN
	 	 	77	 
	 	 	 
	 	 	 	 
	SCHEDULE 1 Networks Joint Ventures	 	 	79	 
	 	 	 
	 	 	 	 
	Part A — Nokia Networks Joint Ventures	 	 	79	 
	 	 	 
	 	 	 	 
	Part B — Siemens Networks Joint Ventures	 	 	80	 
	 	 	 
	 	 	 	 
	SCHEDULE 2 Siemens Restructuring Steps	 	 	82	 
	 	 	 
	 	 	 	 
	SCHEDULE 3 Actions Pending Closing	 	 	83	 
	 	 	 
	 	 	 	 
	SCHEDULE 4 Conditions Precedent To Closing	 	 	85	 
	 	 	 
	 	 	 	 
	Part A — Mandatory Conditions	 	 	85	 
	 	 	 
	 	 	 	 
	Part B — Further Conditions	 	 	87	 
	 	 	 
	 	 	 	 
	SCHEDULE 5 First Closing	 	 	88	 






 









 







	 	 	 	 	 	 	 
	Clause	 	 	 	Page	 
	 	 	 
	 	 	 	 
	SCHEDULE 6 Delayed Closing	 	 	90	 
	 	 	 
	 	 	 	 
	SCHEDULE 7 Closing Statements	 	 	91	 
	 	 	 
	 	 	 	 
	Part A — Nokia Closing Statement	 	 	91	 
	 	 	 
	 	 	 	 
	Part B — Siemens Closing Statement	 	 	93	 
	 	 	 
	 	 	 	 
	Part C — Form of Nokia Initial Statement and Siemens Initial Statement	 	 	95	 
	 	 	 
	 	 	 	 
	Part D — Details of Siemens’s Valuation Principles	 	 	99	 
	 	 	 
	 	 	 	 
	SCHEDULE 8 Nokia Warranties	 	 	107	 
	 	 	 
	 	 	 	 
	SCHEDULE 9 Siemens Warranties	 	 	111	 
	 	 	 
	 	 	 	 
	SCHEDULE 10 Limitations On Liability	 	 	115	 
	 	 	 
	 	 	 	 
	SCHEDULE 11 Employee Retention Plan	 	 	119	 
	 	 	 
	 	 	 	 
	SCHEDULE 12 Pensions	 	 	121	 
	 	 	 
	 	 	 	 
	SCHEDULE 13 Lost Profit Calculations	 	 	125	 
	 	 	 
	 	 	 	 
	SCHEDULE 14 Requirements for an Effective Compliance and Ethics Program	 	 	127	 
	 	 	 
	 	 	 	 
	Agreed Form Documents	 	 	 	 
	 	 	 
	 	 	 	 
	1.	 	Shareholders’ Agreement
	 	 	 	 
	 	 	 
	 	 	 	 
	2.	 	NSN Articles of Association
	 	 	 	 
	 	 	 
	 	 	 	 
	3.	 	IPR Agreement
	 	 	 	 
	 	 	 
	 	 	 	 
	4.	 	Trade Marks Agreement
	 	 	 	 
	 	 	 
	 	 	 	 
	5.	 	Term Sheet for the Subordinated Loan Agreement
	 	 	 	 
	 	 	 
	 	 	 	 
	6.	 	Environmental Deed
	 	 	 	 
	 	 	 
	 	 	 	 
	7.	 	Tax Deed
	 	 	 	 
	 	 	 
	 	 	 	 
	8.	 	Nokia Divisional Report
	 	 	 	 
	 
	9.	 	Siemens Divisional Report
	 	 	 	 
	 
	10.	 	Joint Press Announcement (substantially in the Agreed Form)

	 	 	 	 






 









 







THIS AGREEMENT is made on 24 January 2007




BETWEEN:





	(1)	 	SIEMENS AG, a company incorporated in Germany and registered in the Commercial
Register of the Local Court of Munich (registration HRB 6684) and in the Commercial Register
of the Local Court of Berlin (registration HRB 12300), with its registered office at
Wittelsbacherplatz 2, 80333 Munich, Germany (“Siemens”);
	 
	(2)	 	NOKIA CORPORATION, a company incorporated in Finland (Business ID number 0112038-9)
and whose registered office is at Keilalahdentie 4, P.O. Box 226, FIN-00045 NOKIA GROUP,
Espoo, Finland (“Nokia”); and
	 
	(3)	 	NOKIA SIEMENS NETWORKS B.V., a company incorporated in the Netherlands as a private
limited liability company (Besloten Vennootschap) with registered number 34259706 and whose
registered office is at Strawinskylaan 3111, 1077ZX, Amsterdam, The Netherlands (“NSN”).





WHEREAS





	(A)	 	Nokia and certain members of its Group are engaged in carrying out the Nokia Networks
Business. Siemens and certain members of its Group are engaged in carrying out the Siemens
Networks Business.






	(B)	 	Nokia and Siemens have agreed that Nokia will transfer the Nokia Networks Business to
NSN and Siemens will transfer the Siemens Networks Business to NSN on the terms and subject to
the conditions set out in this Agreement and in each case in exchange for 50 per cent. of
NSN’s ordinary shares. Immediately following the First Closing, Nokia will hold all of the
“A” Shares in NSN and Siemens will hold an equal number (and all) of the “B” Shares in NSN.
	 
	(C)	 	Nokia and Siemens entered into a Framework Agreement on 19 June 2006 (the “Original
Agreement”) to set out the terms and conditions applying to the transfer of the Networks
Businesses to NSN and have entered into this Agreement to amend and restate the Original
Agreement on the terms set out below with effect from the date hereof.





NOW IT IS HEREBY AGREED as follows:




	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement and the Schedules to it:
	 
	 	 	““A” Directors” means the four (4) directors of NSN to be
appointed by Nokia, as the holder
of the “A” Shares and the “C” Shares in the capital of NSN, in accordance with the terms of
the Shareholders’ Agreement, and ““A” Director” means any of them;
	 
	 	 	““A” Share” means an “A”
share of  €4 in the capital of NSN, and ““A” Shares” means all of
them;
	 
	 	 	“Accrued Employee Liability” shall mean any severance payment, redundancy payment,
termination indemnity or similar payment arising on termination of employment (other than a
Retirement Benefit Liability) in respect of which the relevant




- 4 -









 






	 	 	Nokia Employer or Siemens Employer (as the case may be) has accrued for that cost or
liability in its accounts (or where it is required to do so in the relevant Territory) other
than where such accrual is acquired by or paid over to NSN or a NSN Group Company pursuant
to this Agreement;
	 
	 	 	“Additional Sum” shall have the meaning ascribed to such term in clause 41.2;
	 
	 	 	“Affiliate” means in relation to Nokia, Siemens or NSN, that company and its subsidiary
undertakings from time to time, and provided that following Closing no NSN Group Company
shall be regarded as an Affiliate of either Nokia or Siemens;
	 
	 	 	“Agreed Form” means in relation to any document, such document in a form which has been
agreed by each party contemporaneously with or prior to the execution of this Agreement and
which has, for the purpose of identification only, been initialled by or on behalf of Nokia
and Siemens;
	 
	 	 	“Allegation of Corruption” means any allegation of:






	 	(a)	 	fraud (including tax fraud), embezzlement, bribery, money laundering and false
accounting or other form of corruption in any jurisdiction including, without
limitation, in the case of offences under German law, any allegation of money
laundering in breach of Section 261 of the German Criminal Code, (StGB), fraud in
breach of Section 263 of the German Criminal Code, embezzlement in breach of Section
266 of the German Criminal Code, bribery in business transactions in breach of Section
299 and/or 300 of the German Criminal Code, bribery in breach of Section 334 of the
German Criminal Code and/or Section 1 and/or 2 of the International Bribery Act
(IntBestG), tax fraud in breach of Section 370 of the German Tax Code (AO) and false
accounting and/or misrepresentation in breach of Section 331 of the German Commercial
Code (HGB) and/or Section 400 of the German Stock Corporation Act (AktG);
	 
	 	(b)	 	failure to make and keep books and records that accurately reflect
transactions including disposals of assets and the provision of services;
	 
	 	(c)	 	failure to establish and maintain a system of internal accounting controls
sufficient to ensure that transactions are properly recorded;
	 
	 	(d)	 	violation of the U.S. Foreign Corrupt Practices Act or any similar legislation
in any jurisdiction; or
	 
	 	(e)	 	non-disclosure or concealment of any of the foregoing,






	 	 	in each case in respect of any period prior to Closing (other than, in the case of any
former member of the Siemens Group, any period during which such company was not a member of
the Siemens Group) by any current or former member of the Siemens Group or any person
acting, or purporting to act, on behalf of any current or former member of the Siemens
Group, including former and current employees, officers and agents and all proceedings,
investigations or enforcement action brought in connection therewith, regardless of whether
any matters the subject of the allegation in question are subsequently established;




- 5 -









 






	 	 	“Articles” means the articles of association of NSN in the Agreed Form;
	 
	 	 	“Assumed Liabilities” means the Nokia Assumed Liabilities and the Siemens Assumed
Liabilities, and an “Assumed Liability” means any Nokia Assumed Liability or any Siemens
Assumed Liability;
	 
	 	 	““B” Directors” means the three (3) directors of NSN to be appointed by Siemens, as the
holder of the “B” Shares, in accordance with the terms of the Shareholders’ Agreement, and
““B” Director” means any of them;
	 
	 	 	““B” Share” means a “B” share of €4 in the capital of NSN, and ““B” Shares” means all of
them;
	 
	 	 	“Branding Committee” shall have the meaning ascribed to such term in the Trade Marks
Agreement;
	 
	 	 	“Business Combination Agreement” means the agreement to be agreed between Nokia and Siemens
(which they agree to negotiate in good faith) by which Nokia and Siemens will agree to
transfer their respective Networks Businesses to NSN at Closing;
	 
	 	 	“Business Day” means a day (other than a Saturday or Sunday or public holiday) on which
banks are generally open for non-automated business in Amsterdam, Helsinki and Munich;
	 
	 	 	““C” Share” means the “C” share of €4 in the capital of NSN, and ““C” Shares” means all
of them;
	 
	 	 	“Claim” has the meaning ascribed to such term in paragraph 1 of Schedule 10;
	 
	 	 	“Closing” means First Closing, save in relation to any asset or liability in any Delayed
Territory to be transferred to or assigned by NSN, in which case the term shall mean Delayed
Closing in that Delayed Territory;
	 
	 	 	“Combined Logo” shall have the meaning ascribed to such term in the Trade Marks Agreement;
	 
	 	 	“Combined Name” means the name “Nokia Siemens Networks B.V.”;
	 
	 	 	“Common Interest and Confidentiality Agreement” means the Common Interest and
Confidentiality Agreement dated 26 December 2006 entered into between Debevoise & Plimpton
LLP, on behalf of Siemens, and Shearman & Sterling LLP, on behalf of Nokia, as amended or
modified from time to time;
	 
	 	 	“Competent Authority” means any legal person having powers and/or authority at law and/or
any court of law or tribunal and includes any government, governmental, supranational or
trade agency, department, authority, court, regulatory body, any Tax Authority and any local
authority;
	 
	 	 	“Compliance and Ethics Program” means the compliance and ethics program of the NSN Group to
be established and maintained by NSN at Closing and complying with the requirements set out
in Schedule 14;




- 6 -









 






	 	 	“Compliance Costs” means external legal and accounting costs (including disbursements)
incurred in connection with the Pre-Closing Compliance Review or the Post-Closing Compliance
Review (as the case may be);
	 
	 	 	“Compliance Review” means the Pre-Closing Compliance Review and the Post-Closing Compliance
Review;
	 
	 	 	“Compliance Review Date” means 22 February 2007 (or such other date as may be agreed by
Nokia and Siemens);
	 
	 	 	“Compliance Work Plan” means the work plan prepared in accordance with paragraph A2 of the
Addendum to the Common Interest and Confidentiality Agreement;
	 
	 	 	“Conditions” means the Mandatory Conditions and the Further Conditions;
	 
	 	 	“Confidential Information” means the Nokia Confidential Information and the Siemens
Confidential Information;
	 
	 	 	““D” Share” means a “D”
share of €1 in the capital of NSN, and ““D” Shares” means all of
them;
	 
	 	 	“Delayed Business” means an Nokia Delayed Business or a Siemens Delayed Business (as the
case may be), and the “Delayed Businesses” means all of them;
	 
	 	 	“Delayed Closing” means the closing of a transfer of part of the Nokia Networks Business
and/or the Siemens Networks Business (as the case may be) in a Delayed Territory to NSN on a
Delayed Closing Date;
	 
	 	 	“Delayed Closing Date” means the last Business Day of the calendar month in which the
applicable Further Condition is satisfied (or, where applicable, waived), provided that if
such date is less than ten (10) Business Days before the last Business Day of the calendar
month then current, the Delayed Closing Date shall be the last Business Day of the next
calendar month;
	 
	 	 	“Delayed Closing Defaulting Party” shall have the meaning ascribed to such term in clause
8.11;
	 
	 	 	“Delayed Closing Non-Defaulting Party” shall have the meaning ascribed to such term in
clause 8.11;
	 
	 	 	“Delayed Territory” means any Territory in respect of which a Further Condition remains
unsatisfied at the First Closing Date;
	 
	 	 	“Design Guidelines” shall have the meaning ascribed to such term in the Trade Marks
Agreement;
	 
	 	 	“Dispute” shall have the meaning ascribed to such term in clause 43.2;
	 
	 	 	“Dutch Court” shall have the meaning ascribed to such term in clause 43.7;
	 
	 	 	“Employee Representative Body” means any works council, European Works Council, trade union
or other employee representative body;




- 7 -









 






	 	 	“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, option, assignment, security interest, restriction, right of first refusal,
right of pre-emption or other encumbrance of any kind exercisable by a third party securing
or any right conferring a priority of payment in respect of any obligation of any person;
	 
	 	 	“English Court” shall have the meaning ascribed to such term in clause 43.7;
	 
	 	 	“Environmental Deed” means the deed of indemnification in the Agreed Form in relation to
certain environmental Liabilities;
	 
	 	 	“Escalation Notice” shall have the meaning ascribed to such term in clause 43.2;
	 
	 	 	“Existing Dispute” shall have the meaning ascribed to such term in clause 43.12;
	 
	 	 	“Expert” shall have the meaning ascribed to such term in paragraph 7 of Part A of Schedule 7
or paragraph 7 of Part B of Schedule 7 (as the context may require);
	 
	 	 	“First Closing” means the closing of the transfer of any part(s) of the Nokia Networks
Business and/or the Siemens Networks Business (as the case may be) to NSN on the First
Closing Date;
	 
	 	 	“First Closing Date” means (i) 1 April 2007 if the last of the Mandatory Conditions shall
have been satisfied or waived in accordance with this Agreement by 28 February 2007 or (ii)
if a notice is served pursuant to clauses 11.1.1, 11.1.2, 11.2.1 or 11.2.2, the last
Business Day of the calendar month in which the date occurs that is 20 Business Days after
such a notice is served unless such date in either case is less than 10 Business Days before
the last Business Day of the calendar month then current, in which case the First Closing
Date shall be the last Business Day of the next calendar month and always provided that in
no circumstances shall the First Closing Date fall in September 2006 or December 2006 and if
it would otherwise fall in September 2006 or December 2006 in accordance with the preceding
provisions it shall instead fall on the last Business Day of October 2006 or January 2007
(respectively);
	 
	 	 	“First Closing Defaulting Party” shall have the meaning ascribed to such term in clause 8.5;
	 
	 	 	“First Closing Long Stop Date” means 30 June 2007 (or such other date as Nokia and Siemens
may agree in writing from time to time);
	 
	 	 	“First Closing Non-Defaulting Party” shall have the meaning ascribed to such term in clause
8.5;
	 
	 	 	“Further Condition” means any of the conditions listed in Part B of Schedule 4, and “Further
Conditions” shall mean all of them;
	 
	 	 	“Governmental Entity” means, in relation to anywhere in the world, any supra-national,
national, state, municipal or local government (including any subdivision, court,
administrative agency or commission or other authority thereof) or any quasi-governmental or
private body exercising any regulatory, taxing, importing or other




- 8 -









 






	 	 	governmental or quasi-governmental authority, including but not limited to the European
Union;
	 
	 	 	“Group” means the Nokia Group or the Siemens Group (as the context may require);
	 
	 	 	“Group Relief” has the meaning ascribed to such term in the Tax Deed;
	 
	 	 	“Guarantee” means any guarantee, assurance, indemnity, surety, warranty, statement or
commitment of whatever sort;
	 
	 	 	“ICC Rules” shall have the meaning ascribed to such term in clause 43.6;
	 
	 	 	“Indemnified Claim” shall have the meaning ascribed to such term in clause 10.6;
	 
	 	 	“Indemnified Party” shall have the meaning ascribed to such term in clause 10.6;
	 
	 	 	“Indemnifier” shall have the meaning ascribed to such term in clause 10.6;
	 
	 	 	“Intellectual Property” means patents, registered and unregistered designs, design patents,
petty patents, copyright, database rights, rights in integrated circuits, trade marks, trade
names, internet domain names or any other rights relating to commercial or corporate names,
logos, the get-up of products or packaging and any other aspects of branding and other
industrial and intellectual property rights of the same or similar effect, whether
registered or not and including pending applications for any of the foregoing;
	 
	 	 	“Interest” shall have the meaning ascribed to such term in clause 14.3;
	 
	 	 	“IPR Agreement” means the agreement in the Agreed Form pursuant to which Nokia or Siemens
(as the case may be) or any member of their respective Groups will transfer or license
Intellectual Property to NSN at Closing;
	 
	 	 	“Liabilities” means any and all liabilities, losses, damages, costs, expenses, duties and
obligations of every description, including, without limitation, interest, fines, penalties,
disgorgement of profits, legal and other professional fees, costs and expenses, whether
deriving from contract, common law, statute (including regulatory and criminal law) or
otherwise, whether present or future, actual or contingent, ascertained or unascertained or
disputed and whether owed or incurred severally or jointly and as principal or surety and
“Liability” means any of them;
	 
	 	 	“Litigation” means any action, claim, proceeding, investigation, litigation, arbitration, or
similar proceedings or disputes;
	 
	 	 	“Losses” means all losses, liabilities, damages, costs, expenses or other liabilities
(including all interest, penalties, legal and other professional fees, costs and expenses),
charges, expenses, suits, actions, payments, proceedings, claims, enforcement processes and
demands;
	 
	 	 	“Mandatory Condition” means any of the conditions listed in Part A of Schedule 4, and

	 
	 	 	“Mandatory Conditions” shall mean all of them;




- 9 -









 






	 	 	“Material Adverse Change” means any event, circumstance, effect, occurrence or state of
affairs or any combination thereof which:






	 	(a)	 	first occurs after the date of the Original Agreement;
	 
	 	(b)	 	is materially adverse to the business, operations, assets, financial condition
or results of the Nokia Networks Business taken as a whole or the Siemens Networks
Business taken as a whole (as the case may be); and
	 
	 	(c)	 	is not caused by:






	 	(i)	 	changes in interest rates, exchange rates or securities or commodity
prices or in economic, financial, market or political conditions generally;
	 
	 	(ii)	 	changes also affecting businesses that compete with the Networks
Businesses (except to the extent that such event, circumstance, effect,
occurrence or state of affairs that has an effect on one Shareholder’s
Networks Business that is disproportionate to the effect that it has on the
other Shareholder’s Networks Business);
	 
	 	(iii)	 	changes in laws or regulations (except to the extent that such
changes have an impact on one Shareholder’s Networks Business that is
disproportionate to the effect that it has on the other Shareholder’s Networks
Business;
	 
	 	(iv)	 	any act or omission of any member of the Nokia Group or at the
request or with the consent of Nokia in the case of a Material Adverse Change
in the Siemens Networks Business or any act or omission of any member of the
Siemens Group or at the request or with the consent of Siemens in the case of
a Material Adverse Change in the Nokia Networks Business; or
	 
	 	(v)	 	anything required or expressly permitted to be done under the terms of
any of the Transaction Documents;






	 	 	“Networks Assets” means the Nokia Networks Assets or the Siemens Networks Assets, or any of
them (as the context may require);
	 
	 	 	“Networks Business” means in relation to Nokia, the Nokia Networks Business and in relation
to Siemens, the Siemens Networks Business, and “Networks Businesses” means both of them;
	 
	 	 	“Networks Business Employee” means in relation to Nokia, the Nokia Networks Employees and in
relation to Siemens, the Siemens Networks Employees, and “Networks Employees” shall mean all
of them;
	 
	 	 	“Networks Business Shares” means Nokia Shares or Siemens Shares, or any of them (as the
context may require);
	 
	 	 	“Networks Contract” means any Nokia Networks Contract or any Siemens Networks Contract (as
the context may require), and “Networks Contracts” means all of them;




- 10 -









 






	 	 	“Networks Joint Venture” means any joint venture formed pursuant to a Joint Venture
Agreement;
	 
	 	 	“Networks Joint Venture Agreements” means the Nokia Networks Joint Venture Agreements and
the Siemens Networks Joint Venture Agreements, and “Networks Joint Venture Agreement” means
any of them;
	 
	 	 	“Networks Lease” means any Nokia Networks Lease or any Siemens Networks Lease (as the
context may require), and “Networks Leases” means all of them;
	 
	 	 	“Nokia Actual Operating Net Asset Value” means the aggregate of line items 1, 2, 3, 4, 5, 6,
7, 12, 13, 14, 15 and 16 less the aggregate amount of line items 8, 9, 10, 11, 17, 18, 19,
20, 21 and 22, as shown in the Nokia Closing Statement;
	 
	 	 	“Nokia Assumed Liabilities” means all Liabilities of Nokia or any member of the Nokia Group
to the extent incurred in connection with the Nokia Networks Business or the Nokia Networks
Assets (including, without limitation, pursuant to any Nokia Networks Contract), and whether
or not such Liabilities fall due for performance or satisfaction before or after Closing,
but excluding any Non-Networks Liabilities, and a “Nokia Assumed Liability” means any of
them;
	 
	 	 	“Nokia Business IP” has the meaning set out in the IPR Agreement;
	 
	 	 	“Nokia Business Patents” has the meaning set out in the IPR Agreement;
	 
	 	 	“Nokia Business Trade Marks” has the meaning ascribed to it in the IPR Agreement;
	 
	 	 	“Nokia Closing Statement” means the Nokia Initial Statement as adjusted and agreed in
accordance with the procedures set out in Part A of Schedule 7;
	 
	 	 	“Nokia Closing Warranties” has the meaning ascribed to such term in clause 9.1;
	 
	 	 	“Nokia Confidential Information” means all information (other than Nokia Networks
Confidential Information) which is used in or otherwise relates to the Nokia Group, its
business, customers or financial or other affairs including, without limitation, information
relating to:






	 	(a)	 	the marketing of goods or services including, without limitation, customer
names and lists and other details of customers, sales targets, sales statistics, market
share statistics, prices, market research reports and surveys, and advertising or other
promotional materials; or
	 
	 	(b)	 	future projects, business development or planning, commercial relationships
and negotiations; or
	 
	 	(c)	 	the assets and contracts of the Nokia Group;






	 	 	“Nokia Delayed Business” means any part of the Nokia Networks Business that is subject to a
Delayed Closing;




- 11 -









 






	 	 	“Nokia Disclosure Letter” means the letter dated the date of the Original Agreement from
Nokia to NSN in relation to the Nokia Warranties and the documents attached thereto;
	 
	 	 	“Nokia Divisional Report” means the divisional report in the Agreed Form;
	 
	 	 	“Nokia Employer” means the member of the Nokia Group who, prior to Closing, was the employer
of the relevant Nokia Networks Employee;
	 
	 	 	“Nokia Exchange Warranties” has the meaning ascribed to such term in clause 9.1;
	 
	 	 	“Nokia Group” means Nokia and its Affiliates and (where the context so requires) “member of
its Group” or “member of the Nokia Group” shall mean any of Nokia or its Affiliates;
	 
	 	 	“Nokia Initial Statement” shall have the meaning ascribed to such term in paragraph 1 of
Part A of Schedule 7;
	 
	 	 	“Nokia IP Licences” means the Nokia Licences-In and Nokia Licences-Out;
	 
	 	 	“Nokia Licences-In” means all contracts (except Shared IP Licences) to which Nokia or any
member of its Group is a party by which Nokia or its Affiliates has been granted a licence
to use any third party Intellectual Property where such Intellectual Property is used by the
Nokia Group exclusively in the Nokia Networks Business;
	 
	 	 	“Nokia Licences-Out” means all contracts to which Nokia or any member of its Group is a
party by which Nokia or its Affiliates has granted to a third party a licence under any of
the Nokia Network IPR (to the extent that such contracts relate to such Nokia Networks IPR);
	 
	 	 	“Nokia Marks” means (a) “Nokia” including any stylised representation of such words and (b)
any other trade mark, name, logo, slogan and other insignia (whether registered or not) used
by the Nokia Group in its business generally, including any marks incorporating any of the
foregoing and any registered or unregistered trade mark comprising or incorporating any of
the foregoing translated to or represented in any language or script;
	 
	 	 	“Nokia Net Debt Amount” means the aggregate amount of line items 23, 24 and 27 less the
aggregate amount of line items 25, 26, 28, 29, 30 and 31 as shown in the Nokia Closing
Statement;
	 
	 	 	“Nokia Networks Assets” means (a) the benefit (subject to the burden) of the Nokia Networks
Contracts, (b) the Nokia Networks Equipment, (c) the Nokia Network Freeholds, (d) the Nokia
Networks Goodwill, (e) the Nokia Networks Claims, (f) the Nokia Networks IPR (g) the Nokia
Networks Leases, (h) the Nokia Networks Machinery, (i) the Nokia Networks Motor Vehicles,
(j) the Nokia Networks Office Equipment, (k) the Nokia Networks Other Assets, (l) the Nokia
Networks Records, (m) the Nokia Networks Stock, (n) the Nokia Networks Trade Debts, (o) the
Nokia Networks WIP, (p) the Nokia Networks Cash, (q) the Nokia Tax Assets, and (r) the Nokia
Networks JV Interests, but in each case excluding the Nokia Non-Networks Assets;




- 12 -









 






	 	 	“Nokia Networks Business” means the Networks Business of Nokia and any member of the Nokia
Group as described in the annual report of Nokia on Form 20-F, filed with the United States
Securities and Exchange Commission on 2 March 2006 as carried on at Closing;
	 
	 	 	“Nokia Networks Cash” means any cash or money at bank or cash equivalents held by Nokia or
any member of its Group in relation to the Nokia Networks Business;
	 
	 	 	“Nokia Networks Claims” means the benefit of any amount to which Nokia or any member of the
Nokia Group is entitled from a person (including, without limitation, an insurer) in respect
of damage or injury to any of the Nokia Networks Assets other than an amount spent before
Closing in repairing the damage or injury;
	 
	 	 	“Nokia Networks Confidential Information” means all information which is used in or
otherwise relates to the Nokia Networks Business, or customers or financial or other affairs
of the Nokia Networks Business including, without limitation, information relating to:






	 	(a)	 	the marketing of goods or services including, without limitation, customer
names and lists and other details of customers, sales targets, sales statistics, market
share statistics, prices, market research reports and surveys, and advertising or other
promotional materials; or
	 
	 	(b)	 	future projects, business development or planning, commercial relationships
and negotiations; or
	 
	 	(c)	 	the Nokia Networks Assets;






	 	 	“Nokia Networks Contracts” means all the contracts to which Nokia or any member of the Nokia
Group is a party and any offers made by Nokia and any member of the Nokia Group which will
give rise to a contract if accepted by any third party without the need for any further
action on the part of Nokia or such member of its Group and which relate exclusively or
predominantly to the Nokia Networks Business and which are unperformed (wholly or partly) at
Closing including, without limitation, the Nokia IP Licences supply and distribution
agreements, customer and supplier contracts, leases and hire and hire purchase agreements,
but excluding the Nokia Networks Joint Venture Agreements, employment contracts with the
Nokia Networks Employees (save where these have been made with any member of the Nokia Group
whose shares are to be transferred at Closing to NSN), the Nokia Networks Leases, the Shared
IP Licences, and “Nokia Networks Contract” means any one of them;
	 
	 	 	“Nokia Networks Employees” means:






	 	(a)	 	any person employed by any company whose shares immediately before Closing are
Nokia Shares, provided that Nokia shall procure that as at Closing such persons are
limited to those persons who, prior to Closing, spent more than 50 per cent. of their
working time in the Nokia Networks Business on a permanent basis;




- 13 -









 






	 	(b)	 	any employee employed by Nokia or any member of the Nokia Group immediately
before Closing to whom the Transfer Regulations applicable in that Territory will apply
on Closing to transfer his employment to NSN or a NSN Group Company;
	 
	 	(c)	 	unless otherwise agreed in writing between Nokia and Siemens prior to Closing,
any employee employed by Nokia or any member of the Nokia Group immediately before
Closing who does not fall within sub-paragraph (a) or (b) above but who spends more
than 50% of their working time in the Nokia Networks Business on a permanent basis;
	 
	 	(d)	 	such other persons as agreed in writing between Nokia and Siemens prior to
Closing; and
	 
	 	(e)	 	any Nokia Overhead Employee as identified in accordance with clause 16.9;






	 	 	“Nokia Networks Equipment” means the fixed plant and machinery, and leasehold improvements
at the properties subject to the Nokia Networks Leases, owned by Nokia or any member of the
Nokia Group and used exclusively or predominantly in connection with the Nokia Networks
Business as at Closing;
	 
	 	 	“Nokia Networks Freeholds” means the freehold properties that would be reflected in line
item 1 (Real Estate) in the Pro Forma Aligned Balance Sheet were it prepared as at the First
Closing Date, and a “Nokia Networks Freehold” means any one of those freehold properties;
	 
	 	 	“Nokia Networks Goodwill” means the goodwill of the Nokia Networks Business (but not
including any goodwill associated with the Nokia Marks) and the right for NSN under the
Trade Marks Agreement (but not otherwise and only for as long as the Trade Marks Agreement
is in force) to represent itself as operating the Nokia Networks Business in succession to
Nokia and, for the avoidance of doubt, goodwill does not mean goodwill for the purposes of
applicable accounting standards;
	 
	 	 	“Nokia Networks IPR” means the Nokia Business Patents, the Nokia Business IP and the Nokia
Business Trade Marks;
	 
	 	 	“Nokia Networks Joint Venture Agreements” means any shareholder or joint venture agreements
that relate to those companies listed in Part A of Schedule 1;
	 
	 	 	“Nokia Networks JV Interest” means the interest of Nokia or any member of its Group in any
Networks Joint Venture, and “Nokia Networks JV Interests” means all of them;
	 
	 	 	“Nokia Networks Leases” means the leases, tenancies and licences in the name of Nokia or any
member of the Nokia Group and used exclusively or predominantly in connection with the
Nokia Networks Business as at Closing, and a “Nokia Networks Lease” means any one of those
leases, tenancies or licences;
	 
	 	 	“Nokia Networks Machinery” means the loose plant, machinery, equipment and other similar
articles owned by Nokia or any member of the Nokia Group and used exclusively or
predominantly, in connection with the Nokia Networks Business as at Closing but




- 14 -









 






	 	 	excluding the Nokia Networks Motor Vehicles and the Nokia Networks Office Equipment;
	 
	 	 	“Nokia Networks Motor Vehicles” means the motor vehicles owned by Nokia or any member of the
Nokia Group and used exclusively or predominantly in connection with the Nokia Networks
Business as at Closing;
	 
	 	 	“Nokia Networks Office Equipment” means the office equipment and furnishings and other
similar articles owned by Nokia or any member of the Nokia Group and used exclusively or
predominantly in connection with the Nokia Networks Business as at Closing;
	 
	 	 	“Nokia Networks Other Assets” means all other property and assets owned by Nokia or any
member of the Nokia Group and used exclusively or predominantly in connection with the Nokia
Networks Business as at Closing (wherever located), including any other asset proposed to be
transferred by Nokia or any member of its Group at Closing pursuant to any Transaction
Document;
	 
	 	 	“Nokia Networks Properties” means the Nokia Networks Freeholds and the properties subject to
the Nokia Networks Leases, and “Nokia Networks Property” means any of them;
	 
	 	 	“Nokia Networks Records” means the books and records held by Nokia or any member of the
Nokia Group relating to the Nokia Networks Business and the Nokia Networks Assets
(including, without limitation, all bought and sold ledgers, purchase and sales day books
and purchase and sales invoices and the registration and renewal certificates for each Nokia
Networks IPR registered at Closing) and all VAT records relating to the Nokia Networks
Business, but excluding the Non-Networks Records;
	 
	 	 	“Nokia Networks Stock” means the stock of raw materials, partly finished and finished goods
to the extent that they are to be used in the Nokia Networks Business and which is in the
possession or control of Nokia or any member of the Nokia Group as at Closing;
	 
	 	 	“Nokia Networks Trade Debts” means all amounts owing to Nokia or any member of the Nokia
Group by trade debtors as at Closing to the extent they relate to the Nokia Networks
Business in respect of goods or services supplied by the Nokia Networks Business (including
any amounts in respect of VAT chargeable in respect of and included in such amounts) before
Closing (whether or not invoiced and whether or not due and payable at that time) and a
“Nokia Networks Trade Debt” means any of those amounts;
	 
	 	 	“Nokia Networks WIP” means any work in progress of Nokia or any member of the Nokia Group to
the extent that this relates to the Nokia Networks Business as at Closing;
	 
	 	 	“Nokia Non-Networks Assets” means (a) all rights in relation to any Litigation in respect of
which proceedings have been commenced by Nokia or any member of its Group in respect of the
Nokia Networks Business prior to Closing, (b) the Nokia Non-Networks Rights, and (c) any
other assets expressly excluded from the assets being transferred by Nokia or any member of
its Group in accordance with the terms of this Agreement or any other Transaction Document;




- 15 -









 






	 	 	“Nokia Non-Networks Contracts” means those contracts to which Nokia or any member of the
Nokia Group is a party in relation to the Nokia Networks Business but which do not relate
exclusively or predominantly to be Nokia Networks Business, and “Nokia Non-Networks
Contract” means any of them;
	 
	 	 	“Nokia Non-Networks Records” means (a) the statutory books, Tax (other than VAT) records and
accounting records of any member of the Nokia Group that is not to be transferred to NSN (or
an Affiliate of NSN) at Closing, (b) any records that relate to any Nokia Non-Networks
Assets, (c) any records that relate to any Non-Networks Liabilities, and (d) any records
that relate to any employees engaged in the Nokia Networks Business who are not Nokia
Networks Employees;
	 
	 	 	“Nokia Non-Networks Rights” has the meaning ascribed to such term in the IPR Agreement;
	 
	 	 	“Nokia Overhead Employees” shall have the meaning ascribed to such term in clause 16.9 and
“Nokia Overhead Employee” shall mean any of them;
	 
	 	 	“Nokia Residual Information” means any of the Nokia Networks Confidential Information which
exists in the heads of employees and officers of the Nokia Group after Closing;
	 
	 	 	“Nokia Shares” means the share capital owned by Nokia or any other member of the Nokia Group
in any company which is to be transferred at Closing to NSN by Nokia (or another member of
the Nokia Group);
	 
	 	 	“Nokia Tax Amount” means the aggregate amount of line items 34 and 35 less line items 36 and
37 plus all Tax receivables reflected in line item 38 less all Tax liabilities reflected in
line item 38, as shown in the Nokia Closing Statement;
	 
	 	 	“Nokia Tax Assets” means all Reliefs to the extent that the same arise in respect of periods
(or part of any period) on or prior to Closing and which relate to the Nokia Networks
Business;
	 
	 	 	“Nokia Warranties” means the Nokia Exchange Warranties or the Nokia Closing Warranties (as
the context may require);
	 
	 	 	“Nokia’s Accountants” means PricewaterhouseCoopers;
	 
	 	 	“Non-Exclusive Assets” means those assets (except Intellectual Property) which are used in
any Networks Business, but not exclusively or predominantly;
	 
	 	 	“Non-Networks Assets” means: (a) all rights in relation to any Litigation in respect of
which proceedings have been commenced by a Shareholder in respect of its Networks Business
prior to Closing and (b) in relation to Nokia the Nokia Non-Networks Rights and, in relation
to Siemens, the Siemens Non-Networks Rights;
	 
	 	 	“Non-Networks Contract” means any Nokia Non-Networks Contract or any Siemens Non-Networks
Contract, and “Non-Networks Contracts” means all of them;




- 16 -









 






	 	 	“Non-Networks Liability” means:






	 	(a)	 	any Liability to the extent that it does not relate to either Networks
Business;
	 
	 	(b)	 	(subject as provided in paragraph (e) below) any Liability for Litigation
brought by any third party in connection with a Networks Business where legal
proceedings in respect of such Litigation were either commenced prior to Closing, or
threatened prior to Closing and where proceedings in respect thereof are commenced no
later than four (4) months after Closing, and in either case where the amount claimed
is in excess of €5,000,000;
	 
	 	(c)	 	any Liability relating to any Non-Networks Asset;
	 
	 	(d)	 	any Liability of either Shareholder pursuant to the terms of this Agreement;
	 
	 	(e)	 	any Liability relating to the Siemens Networks Business arising as a result of
or in connection with any Allegation of Corruption, including, without limitation:






	 	(i)	 	costs incurred in dealing with any investigation by any prosecuting
authority or Governmental Entity;
	 
	 	(ii)	 	any Litigation brought by any customer, supplier or any other third
party;
	 
	 	(iii)	 	any increase in insurance or financing costs;
	 
	 	(iv)	 	any Liability incurred in connection with the termination of any
business consultancy agreement that is (or would have been but for such
termination) a Siemens Networks Contract; and
	 
	 	(v)	 	any debarment or similar proceedings relating to the eligibility of,
or the terms on which, any NSN Group Company can participate in any contract
or tendering process; and






	 	(f)	 	any Liability incurred as a result of dismissing or initiating disciplinary
proceedings, including suspension, against any Tainted Employee, within three (3)
months of NSN becoming aware that such person is a Tainted Employee,






	 	 	and “Non-Networks Liabilities” means all of them;
	 
	 	 	“Non-Networks Records” means the Nokia Non-Networks Records and the Siemens Non-Networks
Records;
	 
	 	 	“Notifying Party” shall have the meaning ascribed to such term in clause 25.3;
	 
	 	 	“NSN Group Company” means NSN or any subsidiary undertaking of NSN;
	 
	 	 	“NSN Registered Auditor” means the registered auditor of NSN appointed pursuant to clause
5.3.1;
	 
	 	 	“Original Agreement” shall have the meaning ascribed to such term in Recital (C);
	 
	 	 	“Party A” shall have the meaning ascribed to such term in clause 40.6;




- 17 -









 






	 	 	“Party B” shall have the meaning ascribed to such term in clause 40.6;
	 
	 	 	“Payee” shall have the meaning ascribed to such term in clause 2.7;
	 
	 	 	“Payer” shall have the meaning ascribed to such term in clause 2.7;
	 
	 	 	“Paying Party” shall have the meaning ascribed to such term in paragraph 9 of Schedule 10;
	 
	 	 	“Permitted Encumbrance” means any lien arising by operation of law and in the ordinary
course of trading and not as a result of any default or omission by either Nokia (or any
member of the Nokia Group) or Siemens (or any member of the Siemens Group);
	 
	 	 	“Post-Closing Compliance Review” means any review or reviews of the Allegations of
Corruption conducted by NSN or Nokia (as the case may be) following Closing;
	 
	 	 	“Pre-Closing Compliance Report” means the report prepared pursuant to clause 19.3;
	 
	 	 	“Pre-Closing Compliance Review” means the joint review by Nokia and Siemens of the
Allegations of Corruption conducted in accordance with the Common Interest and
Confidentiality Agreement;
	 
	 	 	“Proceedings” shall have the meaning ascribed to such term in paragraph 11.2(ii) of Schedule
10;
	 
	 	 	“Proceedings Information” shall have the meaning ascribed to such term in clause 43.9;
	 
	 	 	“Pro Forma Aligned Balance Sheet” means the pro forma balance sheet reproduced at Part C of
Schedule 7;
	 
	 	 	“Providing Party” shall have the meaning ascribed to such term in clause 32.1;
	 
	 	 	“Receiving Party” shall have the meaning ascribed to such term in paragraph 9 of Schedule
10;
	 
	 	 	“Records” shall have the meaning ascribed to such term in clause 32.1;
	 
	 	 	“Reference Accounts” shall have the meaning ascribed to such term in paragraph 6 of Part A
of Schedule 4;
	 
	 	 	“Related Dispute” shall have the meaning ascribed to such term in clause 43.12;
	 
	 	 	“Related Parties” shall have the meaning ascribed to such term in clause 32.1;
	 
	 	 	“Relevant Percentage” shall have the meaning ascribed to such term in clause 16.9;
	 
	 	 	“Relief” has the meaning ascribed to such term in the Tax Deed;
	 
	 	 	“Relevant Employees” has the meaning ascribed to such term in paragraph 1.1.1 of Schedule
12, and “Relevant Party” has the meaning ascribed to such term in paragraph 1.1.2 of
Schedule 12;




- 18 -









 






	 	 	“Retirement Benefit Arrangements” has the meaning ascribed to such term in paragraph 1.1.4
of Schedule 12;
	 
	 	 	“Retirement Benefit Liabilities” has the meaning ascribed to such term in paragraph 1.1.5 of
Schedule 12;
	 
	 	 	“Retirement Benefits” has the meaning ascribed to such terms in paragraph 1.1.3 of Schedule
12;
	 
	 	 	“Requesting Party” shall have the meaning ascribed to such term in clause 32.1;
	 
	 	 	“Reserved Territory” means France and the Netherlands, and “Reserved Territories” means all
of them;
	 
	 	 	“Retention Plan” shall have the meaning ascribed to such term in clause 17.1;
	 
	 	 	“Shared IP Licences” means contracts to which Nokia or Siemens or any of their respective
Affiliates are parties by which Nokia or Siemens (as the case may be) or any member of their
respective Group has been granted a licence to use any third party Intellectual Property
where such Intellectual Property is used by the Nokia Group or the Siemens Group (as the
case may be) both in the Nokia Networks Business or the Siemens Networks Business (as the
case may be) and in the retained business of the relevant Shareholder;
	 
	 	 	“Shareholder” means either Nokia and/or any member of the its Group (as the context
requires) or Siemens and/or any member of its Group (as the context requires) and
“Shareholders” means both of them and/or any member of their respective Groups (as the
context requires);
	 
	 	 	“Shareholders’ Agreement” means the shareholders’ agreement in the most recent Agreed Form
in relation to the management and operation of NSN;
	 
	 	 	“Siemens Actual Operating Net Asset Value” means the aggregate amount of line items 1, 2, 3,
4, 5, 6, 7, 12, 13, 14, 15 and 16 less the aggregate amount of line items 8, 9, 10, 11, 17,
18, 19, 20, 21 and 22, as shown in the Siemens Closing Statement;
	 
	 	 	“Siemens Assumed Liabilities” means all Liabilities of Siemens or any member of the Siemens
Group to the extent incurred in connection with the Siemens Networks Business and the
Siemens Networks Assets (including, without limitation, pursuant to any Siemens Networks
Contract), and whether or not such Liabilities fall due for performance or satisfaction
before or after Closing, but excluding any Non Networks Liabilities, and a “Siemens Assumed
Liability” means any of them;
	 
	 	 	“Siemens Business IP” has the meaning set out in the IPR Agreement;
	 
	 	 	“Siemens Business Patents” has the meaning set out in the IPR Agreement;
	 
	 	 	“Siemens Business Trade Marks” has the meaning ascribed to it in the IPR Agreement;
	 
	 	 	“Siemens Closing Statement” means the Siemens Initial Statement as adjusted and agreed in
accordance with the procedures set out in Part B of Schedule 7;




- 19 -









 






	 	 	“Siemens Closing Warranties” has the meaning ascribed to such term in clause 9.2;
	 
	 	 	“Siemens Compliance Review” means the review conducted by Debevoise and Plimpton LLP as
contemplated by the Common Interest and Confidentiality Agreement;
	 
	 	 	“Siemens Confidential Information” means all information (other than “Siemens Networks
Confidential Information”) which is used in or otherwise relates to the Siemens Group, its
business, customers or financial or other affairs including, without limitation, information
relating to:






	 	(a)	 	the marketing of goods or services including, without limitation, customer
names and lists and other details of customers, sales targets, sales statistics, market
share statistics, prices, market research reports and surveys, and advertising or other
promotional materials; or
	 
	 	(b)	 	future projects, business development or planning, commercial relationships
and negotiations; or
	 
	 	(c)	 	the assets and contracts of the Siemens Group;






	 	 	“Siemens Delayed Business” means any part of the Siemens Networks Business which is subject
to a Delayed Closing;
	 
	 	 	“Siemens Disclosure Letter” means the letter dated the date of the Original Agreement from
Siemens to NSN in relation to the Siemens Warranties and the documents attached thereto;
	 
	 	 	“Siemens Divisional Report” means the divisional report in the Agreed Form;
	 
	 	 	“Siemens Employer” means the member of the Siemens Group who, prior to Closing, was the
employer of the relevant Siemens Networks employee;
	 
	 	 	“Siemens Exchange Warranties” has the meaning ascribed to such term in clause 9.2;
	 
	 	 	“Siemens Group” means Siemens and its Affiliates and (where the context so requires) “member
of its Group” or “member of the Siemens Group” shall mean any of Siemens or its Affiliates;
	 
	 	 	“Siemens Initial Statement” shall have the meaning ascribed to such term in paragraph 1 of
Part B of Schedule 7;
	 
	 	 	“Siemens IP Licences” means the Siemens Licences-In and Siemens Licences-Out;
	 
	 	 	“Siemens Licences-In” means all contracts (except Shared IP Licences) to which Siemens or
any member of its Group is a party by which Siemens or its Affiliates has been granted a
licence to use any third party Intellectual Property where such Intellectual Property is
used by the Siemens Group exclusively in the Siemens Networks Business;
	 
	 	 	“Siemens Licences-Out” means all contracts to which Siemens or any member of its Group is a
party by which Siemens or its Affiliates has granted to a third party a licence under any of
the Siemens Network IPR (to the extent that such contracts relate to such Siemens Networks
IPR);




- 20 -









 






	 	 	“Siemens Marks” means (a) “Siemens” including any stylised representation of such words and
(b) any other trade mark, name, logo, slogan and other insignia (whether registered or not)
used by the Siemens Group in its business generally, including any marks incorporating any
of the foregoing and any registered or unregistered trade mark comprising or incorporating
any of the foregoing translated to or represented in any language or script;
	 
	 	 	“Siemens Net Debt Amount” means the aggregate amount of line items 23, 24 and 27 less the
aggregate amount of line items 25, 26, 28, 29, 30 and 31 as shown in the Siemens Closing
Statement;
	 
	 	 	“Siemens Networks Assets” means (a) the benefit (subject to the burden) of the Siemens
Networks Contracts, (b) the Siemens Networks Equipment, (c) the Siemens Network Freeholds,
(d) the Siemens Networks Goodwill, (e) the Siemens Networks Claims, (f) the Siemens Networks
IPR, (g) the Siemens Networks Leases, (h) the Siemens Networks Machinery, (i) the Siemens
Networks Motor Vehicles, (j) the Siemens Networks Office Equipment, (k) the Siemens Networks
Other Assets, (l) the Siemens Networks Records, (m) the Siemens Networks Stock, (n) the
Siemens Networks Trade Debts, (o) the Siemens Networks WIP, (p) the Siemens Networks Cash,
(q) the Siemens Tax Assets, and (r) the Siemens Networks JV Interests, but in each case
excluding the Siemens Non-Networks Assets;
	 
	 	 	“Siemens Networks Business” means the carrier networks equipment and services business with
telecommunication network operators and service providers, of Siemens’s communications group
(COM) within:






	 	(a)	 	the Mobile Networks, Fixed Networks and Carrier Services divisions; and
	 
	 	(b)	 	the Carrier Core Development and Supply Chain Management Carrier Networks
functional divisions,






	 	 	and the Siemens Networks Business also includes shared services and management and other
support functions provided by Siemens Overhead Employees;
	 
	 	 	“Siemens Networks Cash” means any cash or money at bank or cash equivalents held by Siemens
or any member of its Group in relation to the Siemens Networks Business;
	 
	 	 	“Siemens Networks Claims” means the benefit of any amount to which Siemens or any member of
the Siemens Group is entitled from a person (including, without limitation, an insurer) in
respect of damage or injury to any of the Siemens Networks Assets other than an amount spent
before Closing in repairing the damage or injury;
	 
	 	 	“Siemens Networks Confidential Information” means all information which is used in or
otherwise relates to the Siemens Networks Business, or customers or financial or other
affairs of the Siemens Networks Business including, without limitation, information relating
to:






	 	(a)	 	the marketing of goods or services including, without limitation, customer
names and lists and other details of customers, sales targets, sales statistics,




- 21 -









 






	 	 	 	market share statistics, prices, market research reports and surveys, and
advertising or other promotional materials; or
	 
	 	(b)	 	future projects, business development or planning, commercial relationships
and negotiations; or
	 
	 	(c)	 	the Siemens Networks Assets;






	 	 	“Siemens Networks Contracts” means all the contracts to which Siemens or any member of the
Siemens Group is a party and any offers made by Siemens and any member of the Siemens Group
which will give rise to a contract if accepted by any third party without the need for any
further action on the part of Siemens or such member of its Group and which relate
exclusively or predominantly to the Siemens Networks Business and which are unperformed
(wholly or partly) at Closing including, without limitation, the Siemens IP Licences supply
and distribution agreements, customer and supplier contracts, leases and hire and hire
purchase agreements, but excluding the Siemens Networks Joint Venture Agreements, employment
contracts with the Siemens Networks Employees (save where these have been made with any
member of the Siemens Group whose shares are to be transferred at Closing to NSN), the
Siemens Networks Leases, the Shared IP Licences, and “Siemens Networks Contract” means any
one of them;
	 
	 	 	“Siemens Networks Employees” means






	 	(a)	 	any person employed by any company whose shares immediately before Closing are
Siemens Shares, provided that Siemens shall procure that as at Closing such persons are
limited to those persons who, prior to Closing, spent more than 50 per cent. of their
working time in the Siemens Networks Business on a permanent basis;
	 
	 	(b)	 	any employee employed by Siemens or any member of the Siemens Group
immediately before Closing to whom the Transfer Regulations applicable in that
Territory will apply on Closing to transfer his employment to NSN or a NSN Group
Company;
	 
	 	(c)	 	unless otherwise agreed in writing prior to Closing between Nokia and Siemens
prior to Closing, any employee employed by Siemens or any member of the Siemens Group
immediately before Closing who does not fall within sub-paragraph (a) or (b) above but
who spends more than 50% of their working time in the Siemens Networks Business on a
permanent basis;
	 
	 	(d)	 	such other persons as agreed in writing between Nokia and Siemens prior to
Closing; and
	 
	 	(e)	 	any Siemens Overhead Employee as identified in accordance with clause 16.9;






	 	 	“Siemens Networks Equipment” means the fixed plant and machinery, and leasehold improvements
at the properties subject to the Siemens Networks Leases, owned by Siemens or any member of
the Siemens Group and used exclusively or predominantly in connection with the Siemens
Networks Business as at Closing;




- 22 -









 






	 	 	“Siemens Networks Freeholds” means the freehold properties that would be reflected in line
item 1 (Real Estate) of the Pro Forma Aligned Balance Sheet were it prepared as at the First
Closing Date and a “Siemens Networks Freehold” means any one of those freehold properties;
	 
	 	 	“Siemens Networks Goodwill” means the goodwill of the Siemens Networks Business (but not
including any goodwill associated with the Siemens Marks) and the right for NSN under Trade
Marks Agreement (but not otherwise and only for as long as the Trade Marks Agreement is in
force) to represent itself as operating the Siemens Networks Business in succession to
Siemens and, for the avoidance of doubt, goodwill does not mean goodwill for the purposes of
applicable accounting standards;
	 
	 	 	“Siemens Networks IPR” means the Siemens Business Patents, the Siemens Business IP and the
Siemens Business Trade Marks;
	 
	 	 	“Siemens Networks Joint Venture Agreements” means any shareholder or joint venture
agreements that relate to those companies listed in Part B of Schedule 1;
	 
	 	 	“Siemens Networks JV Interest” means the interest of Siemens or any member of its Group in
any Networks Joint Venture and “Siemens Networks JV Interests” mean all of them;
	 
	 	 	“Siemens Networks Leases” means the leases, tenancies and licences in the name of Siemens or
any member of the Siemens Group and used exclusively or predominantly in connection with the
Siemens Networks Business as at Closing, and a “Siemens Networks Lease” means any one of
those leases, tenancies or licences;
	 
	 	 	“Siemens Networks Machinery” means the loose plant, machinery, equipment and other similar
articles owned by Siemens or any member of the Siemens Group, and used exclusively or
predominantly in connection with the Siemens Networks Business as at Closing but excluding
the Siemens Networks Motor Vehicles and the Siemens Networks Office Equipment;
	 
	 	 	“Siemens Networks Motor Vehicles” means the motor vehicles owned by Siemens or any member of
the Siemens Group, and used exclusively or predominantly in connection with the Siemens
Networks Business as at Closing;
	 
	 	 	“Siemens Networks Office Equipment” means the office equipment and furnishings and other
similar articles owned by Siemens or any member of the Siemens Group, and used exclusively
or predominantly in connection with the Siemens Networks Business as at Closing;
	 
	 	 	“Siemens Networks Other Assets” means all other property and assets owned by Siemens or any
member of the Siemens Group and used exclusively or predominantly in connection with the
Siemens Networks Business as at Closing (wherever located), including any other assets
proposed to be transferred by Siemens or any member of its Group at Closing pursuant to any
Transaction Document;




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	 	 	“Siemens Networks Properties” means the Siemens Networks Freeholds and the properties
subject to the Siemens Networks Leases, and “Siemens Networks Property” means any of them;
	 
	 	 	“Siemens Networks Records” means the books and records held by Siemens or any member of the
Siemens Group relating to the Siemens Networks Business and the Siemens Networks Assets
(including, without limitation, all bought and sold ledgers, purchase and sales day books
and purchase and sales invoices and the registration and renewal certificates for each
Siemens Networks IPR registered at Closing) and all VAT records relating to the Siemens
Networks Business, but excluding the Non-Networks Records;
	 
	 	 	“Siemens Networks Stock” means the stock of raw materials, partly finished and finished
goods to the extent they are to be used in the Siemens Networks Business and which is in the
possession or control of Siemens or any member of the Siemens Group as at Closing;
	 
	 	 	“Siemens Networks Trade Debts” means all amounts owing to Siemens or any member of the
Siemens Group by trade debtors as at Closing to the extent they relate to the Siemens
Networks Business in respect of goods or services supplied by the Siemens Networks Business
(including any amounts in respect of VAT chargeable in respect of and included in such
amounts) before Closing (whether or not invoiced and whether or not due and payable at that
time) and a “Siemens Networks Trade Debt” means any of those amounts;
	 
	 	 	“Siemens Networks WIP” means any work in progress of Siemens or any member of the Siemens
Group to the extent that this relates to the Siemens Networks Business as at Closing;
	 
	 	 	“Siemens Non-Networks Assets” means (a) all rights in relation to any Litigation in respect
of which proceedings have been commenced by Siemens or any member of its Group in respect of
the Siemens Networks Business prior to Closing, (b) the Siemens Non-Networks Rights, and (c)
any other assets expressly excluded from the assets being transferred by Siemens or any
member of its Group in accordance with the terms of this Agreement or any other Transaction
Document;
	 
	 	 	“Siemens Non-Networks Contracts” means those contracts to which Siemens or any member of the
Siemens Group is a party in relation to the Siemens Networks Business but which do not
relate exclusively or predominantly to the Siemens Networks Business, and “Siemens
Non-Networks Contract” means any of them;
	 
	 	 	“Siemens Non-Networks Records” means: (a) the statutory books, corporation tax records and
accounting records of any member of the Siemens Group that is not to be transferred to NSN
(or an Affiliate of NSN) at Closing; (b) any records that relate to any Siemens Non-Networks
Assets; (c) any records that relate to any Non-Networks Liabilities; and (d) any records
that relate to any employees engaged in the Siemens Networks Business who are not Siemens
Networks Employees;




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	 	 	“Siemens Non-Networks Rights” has the meaning ascribed to such term in the IPR Agreement;
	 
	 	 	“Siemens Overhead Employees” shall have the meaning ascribed to such term in clause 16.9,
and “Siemens Overhead Employee” shall mean of them;
	 
	 	 	“Siemens Residual Information” means any of the Siemens Networks Confidential Information
which exists in the heads of employees and officers of the Siemens Group after Closing;
	 
	 	 	“Siemens Restructuring” means the restructuring program commenced by Siemens on 4 April 2006
to implement a reduction in headcount of the Siemens Networks Business of approximately
3,309 employees (on a full time equivalent basis), as more fully shown in Schedule 2;
	 
	 	 	“Siemens Restructuring Provision” has the meaning ascribed to it in clause 12.1;
	 
	 	 	“Siemens Shares” means the share capital owned by Siemens or any other member of the Siemens
Group in any company which is to be transferred at Closing to NSN by Siemens (or another
member of the Siemens Group);
	 
	 	 	“Siemens Tax Amount” means the aggregate amount of line items 34 and 35 less line items 36
and 37 plus all Tax receivables reflected in line item 38 less all Tax liabilities reflected
in line item 38, as shown in the Siemens Closing Statement;
	 
	 	 	“Siemens Tax Assets” means all Reliefs to the extent that the same arise in respect of
periods (or part of any period) on or prior to Closing and which relate to the Siemens
Networks Business;
	 
	 	 	“Siemens Warranties” means the Siemens Exchange Warranties or the Siemens Closing Warranties
(as the context may require);
	 
	 	 	“Siemens’s Accountants” means KPMG;
	 
	 	 	“Subordinated Loan Agreement” means the
€1,000,000,000 subordinated loan agreement to be
entered into at first Closing between Nokia, Siemens and NSN (which they agree to negotiate
in good faith and on terms consistent with the term sheet in the Agreed Form);
	 
	 	 	“Tainted Employees” means any Siemens Networks Employee or any employee or officer of any
NSN Group Company appointed by Siemens who:






	 	(a)	 	has in any jurisdiction whatsoever committed, been charged, or informed by a
Governmental Entity that he/she is likely to be charged, with any offence directly or
indirectly relating to an Allegation of Corruption; or
	 
	 	(b)	 	has had any claim or civil proceedings issued against him/her in any court or
tribunal in any jurisdiction whatsoever directly or indirectly connected with any
Allegation of Corruption; or




- 25 -









 






	 	(c)	 	has had any claim or civil proceedings threatened against him/her in any court
or tribunal in any jurisdiction whatsoever directly or indirectly connected with any
Allegation of Corruption; or
	 
	 	(d)	 	has had any disciplinary action or other employment sanction including
suspension of employment initiated against him/her by any member of the Siemens Group
or, following consultation with Siemens, by any member of the NSN Group which is
directly or indirectly connected with an Allegation of Corruption; or;
	 
	 	(e)	 	is identified in the Pre-Closing Compliance Report or in the course of a
Post-Closing Compliance Review as being a person in respect of whom credible evidence
has been obtained that such person:






	 	(i)	 	had any knowledge of a matter which is the subject of an Allegation of
Corruption and failed to take reasonable steps to disclose such knowledge to
appropriate persons (whether within the Siemens Group or to any appropriate
Governmental Entity) in an appropriate and timely manner; or
	 
	 	(ii)	 	had assisted (or had attempted to assist) in any manner (whether by
act or omission) in concealing, disguising or re-characterising a matter which
is the subject of an Allegation of Corruption; or






	 	(f)	 	has been identified by any member of the Siemens Group or any Governmental
Entity as being suspected of having done any of the matters referred to in paragraph
(e) above;






	 	 	“Target Company” has the meaning ascribed to such term in clause 10.3.1;
	 
	 	 	“Tax” or “Taxation” means all governmental, state, local community, municipal or regional
taxes, levies, duties, charges, imposts, deductions, withholdings and social security
contributions of any kind arising in any part of the world including, without limitation:






	 	(a)	 	corporation tax, advance corporation tax, income tax, capital or chargeable
gains tax, inheritance tax, VAT, national insurance contributions, capital duty, stamp
duty, stamp duty reserve tax, stamp duty land tax, duties of customs and excise,
climate change levy and all taxes on gross and net income, profits or gains, receipts,
sales, use, occupation, franchise, added value, personal property or net worth; and
	 
	 	(b)	 	all fines, penalties, charges, costs and interest included in or relating to
any Tax,






	 	 	in all cases, wherever and whenever imposed;
	 
	 	 	“Tax Authority” means any revenue, customs or fiscal governmental, state, community,
municipal or regional authority, body or person anywhere in the world competent to impose,
administer or collect Tax;
	 
	 	 	“Tax Deed” means the deed of indemnification in the most recent Agreed Form in relation to
certain Taxation matters;




- 26 -









 






	 	 	“Termination Costs” means any redundancy or severance payment payable under (i) applicable
legislation at the date of termination of employment, (ii) a contract of employment as at
the date of the Original Agreement, (iii) any applicable policy, established custom or
practice, social plan or collective bargaining agreement in each case as at the date of the
Original Agreement arising on termination of employment which is not (a) a Retirement
Benefit Liability, or (b) an Accrued Employee Liability;
	 
	 	 	“Territory” means any territory in which the Networks Businesses are carried out at Closing,
and “Territories” means all of them;
	 
	 	 	“Third Party” has the meaning ascribed to such term in paragraph 10 of Schedule 10;
	 
	 	 	“Third Party Claim” has the meaning ascribed to such term in paragraph 11 of Schedule 10;
	 
	 	 	“Trade Marks Agreement” means the agreement in the Agreed Form pursuant to which Nokia (or
any member of its Group) and Siemens (or any member of its Group) will grant NSN licences to
use the Combined Name and the Combined Logo in its business;
	 
	 	 	“Transaction” means the proposed transfer of the Nokia Networks Business and the Siemens
Networks Business to NSN in accordance with the terms of this Agreement and the Transaction
Documents;
	 
	 	 	“Transaction Documents” means this Agreement, any agreement contemplated to be entered into
at First Closing pursuant to this Agreement, the Business Combination Agreement, and any
agreement contemplated to be entered into pursuant to the Business Combination Agreement;
	 
	 	 	“Transfer Regulations” means local laws under which the employment of an employee assigned
to an undertaking or business (or part thereof) being transferred by way of asset transfer
will transfer by operation of law to the transferee concerned, including but not limited to
local laws implementing EU Directive 2001/23/EC (Acquired Rights Directive) and local laws
implementing the concept of employer substitution;
	 
	 	 	“Transfer Taxes” has the meaning ascribed to such term in the Tax Deed;
	 
	 	 	“Transitional Services Agreement” means the agreement to be agreed between Nokia and Siemens
(which they agree to negotiate in good faith) relating to the provision to or by NSN of
certain transitional services relating to the Networks Businesses following the First
Closing Date;
	 
	 	 	“VAT” means any value added tax, goods and services tax, sales or use tax and any similar
tax, including (without limitation) such tax as may be levied in accordance with, but
subject to derogation from, Directive 77/388/EEC;
	 
	 	 	“Warranties” means the Nokia Warranties and the Siemens Warranties and “Warranty” means any
of them;
	 
	 	 	“Warranty Claim” means a Claim in respect of a breach of Warranty; and
	 
	 	 	“Working Hours” means 9.30 a.m. to 5.00 p.m. on a Business Day.





- 27 -









 






	1.2	 	In this Agreement, unless otherwise specified:






	 	1.2.1	 	a “subsidiary undertaking” is to be construed in accordance with section 258
of the Companies Act 1985 and to a “subsidiary” is to be construed in accordance with
section 736 of the Companies Act 1985;
	 
	 	1.2.2	 	references to a “clause”, “paragraph”, “sub-paragraph”, “Part” and “Schedule”
is to a clause, paragraph, sub-paragraph, Part of, and Schedule to, this Agreement;
	 
	 	1.2.3	 	a reference to any statute or statutory provision shall be construed as a
reference to the same as it may have been, or may from time to time be, amended,
modified or re-enacted;
	 
	 	1.2.4	 	headings to clauses and Schedules are for convenience only and do not affect
the interpretation of this Agreement;
	 
	 	1.2.5	 	the Schedules and any attachments form part of this Agreement and shall have
the same force and effect as if expressly set out in the body of this Agreement, and
any reference to this Agreement shall include the Schedules;
	 
	 	1.2.6	 	references to this Agreement, or to any other document, or to any specified
provision of this Agreement, or any other document, are to this Agreement, that
document or that provision as in force for the time being, as amended, modified,
supplemented, varied, assigned or novated, from time to time;
	 
	 	1.2.7	 	references to a “company” shall be construed so as to include any company,
corporation or other body corporate, wherever and however incorporated or established;
	 
	 	1.2.8	 	references to a “person” shall be construed so as to include any individual,
firm, company, government, state or agency of a state or any joint venture, association
or partnership (whether or not having separate legal personality), its successors and
assigns;
	 
	 	1.2.9	 	words importing the singular include the plural and vice versa, words
importing a gender include every gender;
	 
	 	1.2.10	 	references to a “party” or “parties” means a party or the parties to this
Agreement and includes a reference to such party’s successors and permitted assigns;
	 
	 	1.2.11	 	references to “indemnify” and “indemnifying” any person against any
circumstance include indemnifying and keeping that person harmless from all actions,
claims and proceedings from time to time made against that person and all loss or
damage and all payments, costs or expenses made or incurred by that person as a
consequence of or which would not have arisen but for that circumstance;
	 
	 	1.2.12	 	references to writing shall include any modes of reproducing words in a
legible and non-transitory form;




- 28 -









 






	 	1.2.13	 	references to “Euros” or to “€” shall be construed as references to the
lawful currency for the time being of the European Union;
	 
	 	1.2.14	 	references to any obligation, requirement or undertaking on the part of
Nokia or Siemens (as the case may be) shall be deemed to include an obligation,
requirement or undertaking on behalf of Nokia or Siemens (as the case may be) to
procure that in relation to its Networks Business any member of its Group also comply
with such obligation, requirement or undertaking;
	 
	 	1.2.15	 	any right of Nokia or Siemens shall be held by such Shareholder in its own
right and also on trust for any Affiliates in relation to its Networks Business and
such Shareholder may enforce such right on its own account and/or as trustee for any of
its Affiliates;
	 
	 	1.2.16	 	references to assets being transferred to or contracts of employment being
transferred to or liabilities being assumed by, or any company being transferred to or
merged with, NSN shall be deemed to include a reference to such assets being
transferred or contracts of employment being transferred to or liabilities being
assumed by any wholly-owned subsidiary of NSN at Closing or any company which becomes a
wholly-owned subsidiary of NSN as at Closing;
	 
	 	1.2.17	 	any monetary sum to be taken into account for the purposes of any Warranty
where that sum is expressed in a currency other than Euros shall be translated into
Euros at the closing mid-point Euro spot rate applicable to the balance of all such
amounts as are expressed in that non-Euro currency at close of business in London on
the date of the Original Agreement (or, if such day is not a Business Day, on the
Business Day immediately preceding such day) as shown in The Financial Times (London
Edition) published on the next following day or if The Financial Times (London Edition)
is not published on that day the closing middle point spot rate quoted by Barclays Bank
PLC for Euros applicable to amounts of €1,000,000 or more;
	 
	 	1.2.18	 	where it is necessary to determine whether a monetary limit or threshold set
out in paragraphs 2 and 4 of Schedule 10 has been reached or exceeded and the value of
the Warranty Claim is expressed in a currency other than Euros, the value of that
Warranty Claim shall be translated into Euros at the closing mid-point Euro spot rate
applicable to that amount of that non-Euro currency at close of business in London on
the date of receipt by Nokia or Siemens of written notification from NSN in accordance
with paragraph 4 of Schedule 10 of the existence of such claim (or, if such day is not
a Business Day, on the Business Day immediately preceding such day) as shown in The
Financial Times (London Edition) published on the next following day or if The
Financial Times (London Edition) is not published on that day the closing middle point
spot rate quoted by Barclays Bank PLC for Euros applicable to amounts
of €1,000,000
or more;
	 
	 	1.2.19	 	where it is necessary to determine any monetary sum to be taken into account
in calculating:





- 29 -









 






	 	(a)	 	the Nokia Actual Operating Net Asset Value or the Nokia Net Debt
Amount; or
	 
	 	(b)	 	the Siemens Actual Operating Net Asset Value or the Siemens Net Debt
Amount,






	 	 	 	which is expressed in a currency other than Euros shall be translated into Euros at
the closing mid point Euro spot rate applicable to the balance of all such amounts
as are expressed in that non-Euro currency at close of business in London on the
day immediately preceding the First Closing Date (or, if such day is not a Business
Day, on the Business Day immediately preceding such day) as shown in the Financial
Times (London Edition) published on the next following day or if the Financial
Times (London Edition) is not published on that day the closing middle point rate
quoted by Barclays Bank PLC for Euros applicable to amounts of   €1,000,000 or
more;
	 
	 	1.2.20	 	references to times of the day are to London time;
	 
	 	1.2.21	 	general words shall not be given a restrictive interpretation by reason of
their being preceded or followed by words indicating a particular class of acts,
matters or things; and
	 
	 	1.2.22	 	a reference to a person’s awareness, knowledge, information or belief is
deemed to include awareness, knowledge, information or belief which that person would
have if he had made all reasonable enquiries of such matters.






	2.	 	ESTABLISHMENT OF AND TRANSFER OF NETWORKS BUSINESSES TO NSN
	 
	 	 	Establishment of NSN
	 
	2.1	 	The parties hereto agree that following execution of this Agreement, NSN shall have
the same rights and obligations hereunder as if it had entered into the Original Agreement on
19 June 2006 as “NewCo” (as such term was defined in the Original Agreement).
	 
	 	 	Transfer of Networks Businesses to NSN
	 
	2.2	 	On the terms and subject to the conditions set out in this Agreement:






	 	2.2.1	 	Nokia (on behalf of itself and its relevant Affiliates) agrees to transfer
(or procure the transfer by an Affiliate of, and NSN (on behalf of itself and any of
its relevant Affiliates)), and NSN agrees to receive, the Nokia Networks Business as a
going concern and the Nokia Networks Assets as at close of business on the First
Closing Date, subject always to the provisions of clauses 8.6 to 8.13 and excluding the
Nokia Non-Networks Assets; and
	 
	 	2.2.2	 	Siemens (on behalf of itself and its relevant Affiliates) agrees to transfer
(or procure the transfer by an Affiliate of, and NSN (on behalf of itself and any of
its relevant Affiliates)), and NSN agrees to receive, the Siemens Networks Business as
a going concern and the Siemens Networks Assets as at close of business on the First
Closing Date, subject always to the provisions of clauses 8.6 to 8.13 and excluding the
Siemens Non-Networks Assets.




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	2.3	 	Each Shareholder acknowledges that, subject to and in accordance with the Business
Combination Agreement, the transactions contemplated by clauses 2.3.1 and 2.3.2 may take
place:






	 	2.3.1	 	by the transfer of Networks Assets to NSN or to a wholly-owned subsidiary of
NSN on the terms provided in this Agreement and the Business Combination Agreement or
(in the case of the Nokia Networks IPR and the Siemens Network IPR, pursuant to the
provisions of the IPR Agreement);
	 
	 	2.3.2	 	by the transfer to a company formed for that purpose of Networks Assets on
the terms provided in this Agreement and pursuant to the Business Combination Agreement
and the subsequent transfer of the entire issued share capital of that company to (or
merger of such company with) NSN or to a wholly-owned subsidiary of NSN;
	 
	 	2.3.3	 	by the transfer of the issued share capital of any company held by either
Shareholder (or any member of its Group) that at Closing holds Networks Assets to (or
merger of such company with) NSN or a wholly-owned subsidiary of NSN pursuant to the
Business Combination Agreement; or
	 
	 	2.3.4	 	by such other means as each Shareholder may reasonably determine in order to
give effect to the provisions of clauses 2.3.1 or 2.3.2, as the case may be,






	 	 	PROVIDED THAT the parties shall use all reasonable endeavours to effect the transactions
contemplated hereby in such manner as will avoid any Liability in relation to Allegations of
Corruption identified prior to Closing, or shares in any member of the Siemens Group which
may be subject to such Liability, being transferred to NSN or any NSN Group Company taking
into account, amongst other things, Siemens’s tax planning and the materiality of such a
member of the Siemens Group to the operation of the Siemens Networks Business.
	 
	2.4	 	Any transfer pursuant to clause 2.4, whether of Networks Assets or of Networks
Business Shares shall be made with full title guarantee (or such covenant as to title as may
be applicable in the Territory where such Networks Assets or Networks Business Shares are
being transferred) and free from Encumbrances other than Permitted Encumbrances.
	 
	2.5	 	The basis on which:






	 	2.5.1	 	each Shareholder shall make the Non-Exclusive Assets used in its Networks
Business available to NSN; and
	 
	 	2.5.2	 	NSN will make available to each Shareholder those Networks Assets that are
not used exclusively in the Networks Businesses as at Closing,






	 	 	shall either be set out in the Transitional Services Agreement or shall be negotiated in
good faith between NSN and the relevant Shareholder after Closing.




- 31 -









 






	 	 	Treatment of Payments
	 
	2.6	 	Any amount payable, or any other adjustment to be made, by one party (the “Payer”) to
another or to any of its Affiliates (the “Payee”):






	 	2.6.1	 	in respect of any Claim;
	 
	 	2.6.2	 	pursuant to any indemnity set out in this Agreement;
	 
	 	2.6.3	 	pursuant to clauses 6, 13 or 19 of this Agreement; or
	 
	 	2.6.4	 	pursuant to the Tax Deed or the Environmental Deed,






	 	 	shall be paid on the due date and the Payer and the Payee shall accord such payment such
characterisation for Tax purposes as each of them may think fit and appropriate in the
circumstances.
	 
	3.	 	ASSUMED LIABILITIES
	 
	3.1	 	On the terms and subject to the conditions set out in this Agreement:






	 	3.1.1	 	NSN (on behalf of itself and its relevant Affiliates) agrees with Nokia (for
itself and for each member of the Nokia Group) as at Closing to assume the Nokia
Assumed Liabilities and to discharge the Nokia Assumed Liabilities in accordance with
their terms and shall indemnify Nokia (and each other member of the Nokia Group)
against any Nokia Assumed Liabilities; and
	 
	 	3.1.2	 	NSN (on behalf of itself and its relevant Affiliates) agrees with Siemens
(for itself and for each member of the Siemens Group) as at Closing to assume the
Siemens Assumed Liabilities and to discharge the Siemens Assumed Liabilities in
accordance with their terms and shall indemnify Siemens (and each other member of the
Siemens Group) against any Siemens Assumed Liabilities.






	3.2	 	The Shareholders each acknowledge that the assumption of Assumed Liabilities by NSN
(on behalf of itself and its relevant Affiliates) contemplated by clauses 3.1.1 and 3.1.2 may
take place, in the discretion of the relevant Shareholder and subject to consulting with and
taking into account the reasonable comments of the other Shareholder:






	 	3.2.1	 	directly by the assumption by NSN or a wholly-owned subsidiary of NSN of the
Assumed Liabilities on the terms provided by this Agreement and the Business
Combination Agreement;
	 
	 	3.2.2	 	by the assumption of Assumed Liabilities by a company on the terms provided
in this Agreement and the Business Combination Agreement and the transfer of the entire
issued share capital of that company to (or merger of such company with) NSN or to a
wholly-owned subsidiary of NSN pursuant to the Business Combination Agreement;
	 
	 	3.2.3	 	by the transfer of the entire issued share capital of a company to (or merger
of such company with) NSN or to a wholly-owned subsidiary of NSN pursuant to the
Business Combination Agreement where such company whose shares are to be so acquired or
merged is liable at Closing for Assumed Liabilities; or




- 32 -









 






	 	3.2.4	 	by such other means as each Shareholder may reasonably determine in order to
give effect to the provisions of clause 3.1.






	4.	 	CONSULTATION OBLIGATIONS
	 
	4.1	 	The parties hereby acknowledge and agree that:






	 	4.1.1	 	clause 2.3 is not to be regarded as an intention, agreement or commitment by
either of Nokia or Siemens to transfer any Networks Assets; and
	 
	 	4.1.2	 	clause 3.1 is not to be regarded as an intention, agreement or commitment of
NSN to assume any Assumed Liabilities,






	 	 	in a Reserved Territory.
	 
	4.2	 	Following the date of this Agreement, Nokia and Siemens will comply with all
applicable legal requirements (whether statutory or pursuant to any written agreement entered
into prior to the date of this Agreement with, or set out in the constitution of, any Employee
Representative Body prior to such date) in relation to information, consultation or
notification with any Employee Representative Body (a) in each Reserved Territory that would
be required in connection with the inclusion of such Reserved Territory in the Transaction,
and (b) in the other Territories in connection with the transfer of its Networks Business in
those Territories.
	 
	4.3	 	If, following all mandatory consultation with any Employee Representative Body in
accordance with the laws of any Reserved Territory in relation to the Transaction, it is
decided by the parties to transfer to NSN those assets that would be (but for clause 4.1)
Networks Assets in that Reserved Territory and for NSN to assume those liabilities that would
be (but for clause 4.1) Assumed Liabilities in that Reserved Territory, such assets shall
thereafter be included as part of the Networks Assets to be transferred to NSN pursuant to
clause 2.3 and such liabilities shall thereafter be included as part of the Assumed
Liabilities to be assumed by NSN pursuant to clause 3.1.
	 
	5.	 	BUSINESS COMBINATION AGREEMENT
	 
	5.1	 	Each Shareholder agrees to negotiate in good faith with the other in order to enter into
the Business Combination Agreement as soon as is practicable after the date of this Agreement.
The Business Combination Agreement will:






	 	5.1.1	 	include a steps plan indicating the precise means by which each Shareholder
will comply with its obligations pursuant to clauses 2 and 3;
	 
	 	5.1.2	 	describe any corporate reorganisation that either Shareholder will carry out
in relation to its Networks Business prior to Closing;
	 
	 	5.1.3	 	include drafts in a form agreed at the time of entry into the Business
Combination Agreement of such further documentation as may be required to give effect
to the transactions contemplated by clauses 2 and 3 and the intention of the parties
(which is hereby acknowledged and agreed) that after First Closing Nokia will hold all
of the “A” Shares and Siemens will hold the same number and all of the “B” Shares;




- 33 -









 






	 	5.1.4	 	identify the Networks Assets and Networks Employees that each Shareholder
will transfer to NSN and the Assumed Liabilities that NSN will assume, whether directly
or indirectly, subject to such changes in those assets as may take place in the
ordinary course of business prior to Closing or as may otherwise be agreed by the
Shareholders;
	 
	 	5.1.5	 	reflect the result of any consultation with any Employee Representative Body
in connection with the Transaction;
	 
	 	5.1.6	 	set out the apportionment of certain values of the transfers to be made to
NSN by each of the Shareholders; and
	 
	 	5.1.7	 	be subject to the same governing law and jurisdiction provisions as this
Agreement.






	5.2	 	Nokia and Siemens currently intend that the shares in NSN to be issued to them at
Closing will be held by a single entity in their respective Groups.
	 
	5.3	 	Each of Nokia and Siemens agree to procure that:






	 	5.3.1	 	PricewaterhouseCoopers be appointed as the NSN Registered Auditor on such
terms as the Board of NSN may determine within one (1) month of the date of
incorporation of NSN; and
	 
	 	5.3.2	 	the NSN Registered Auditor delivers to NSN pursuant to article 2:204b of
paragraph 2 of the Dutch Civil Code a statement in relation to the value of the assets
being transferred by each of Nokia and Siemens to NSN.






	5.4	 	Nokia and Siemens each agree that they will use their reasonable endeavours to assist
each other to implement the Transaction in an efficient manner in each Territory. Subject to
the consent of the other (not to be unreasonably withheld or delayed), either Shareholder
shall be entitled to include among the assets transferred to the NSN Group pursuant to the
Transaction any Non-Exclusive Assets if it determines in its reasonable opinion that it would
be necessary to do so in order to ensure that any transfer identified in the Business
Combination Agreement implements the Transaction in an efficient manner.
	 
	6.	 	POST-CLOSING ADJUSTMENTS
	 
	6.1	 	Following Closing, the Shareholders shall give effect to Schedule 7.
	 
	6.2	 	Each payment referred to in this clause 6 shall be made in immediately available
funds by transfer of funds for same day value to such account as shall be notified by Nokia or
Siemens or NSN as the case may be and shall carry interest at the Agreed Rate from the First
Closing Date to the date of payment.
	 
	 	 	Nokia Net Debt
	 
	6.3	 	If the Nokia Net Debt Amount:






	 	6.3.1	 	is greater than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and




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	 	 	 	compounded monthly) for the period from the First Closing Date to the date of
payment, shall be paid by NSN (for itself and on behalf of its relevant Affiliate)
to Nokia (for itself and on behalf of its relevant Affiliate) within ten (10)
Business Days of the agreement or determination of the Nokia Net Debt Amount; or
	 
	 	6.3.2	 	is less than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by Nokia (for itself and on behalf of its relevant Affiliate) to NSN (for itself
and on behalf of its relevant Affiliate) within five (5) Business Days of the agreement
or determination of the Nokia Net Debt Amount.






	 	 	Siemens Net Debt
	 
	6.4	 	If the Siemens Net Debt Amount:






	 	6.4.1	 	is greater than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by NSN (for itself and on behalf of its relevant Affiliate) to Siemens (for itself
and on behalf of its relevant Affiliate) within ten (10) Business Days of the agreement
or determination of the Siemens Net Debt Amount; or
	 
	 	6.4.2	 	is less than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by Siemens (for itself and on behalf of its relevant Affiliate) to NSN (for itself
and on behalf of its relevant Affiliate) within five (5) Business Days of the agreement
or determination of the Siemens Net Debt Amount.






	 	 	Nokia Taxes
	 
	6.5	 	If the Nokia Tax Amount:






	 	6.5.1	 	is greater than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by NSN (for itself and on behalf of its relevant Affiliate) to Nokia (for itself
and on behalf of its relevant Affiliate) within ten (10) Business Days of the agreement
or determination of the Nokia Tax Amount; or
	 
	 	6.5.2	 	is less than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by Nokia (for itself and on behalf of its relevant




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	 	 	 	Affiliate) to NSN (for itself and on behalf of its relevant Affiliate) within five
(5) Business Days of the agreement or determination of the Nokia Tax Amount.






	 	 	Siemens Taxes
	 
	6.6	 	If the Siemens Tax Amount:






	 	6.6.1	 	is greater than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by NSN (for itself and on behalf of its relevant Affiliate) to Siemens (for itself
and on behalf of its relevant Affiliate) within ten (10) Business Days of the agreement
or determination of the NSN Tax Amount; or
	 
	 	6.6.2	 	is less than zero, the amount of the difference, together with an amount
equivalent to interest thereon at the Agreed Rate (accrued daily and compounded
monthly) for the period from the First Closing Date to the date of payment, shall be
paid by Siemens (for itself and on behalf of its relevant Affiliate) to NSN (for itself
and on behalf of its relevant Affiliate) within five (5) Business Days of the agreement
or determination of the Siemens Tax Amount.






	 	 	Nokia Operating Net Assets
	 
	6.7	 	If the Nokia Actual Operating Net Asset Value is less than
€1,600,000,000 (1.6
billion Euros), Nokia (for itself and on behalf of its relevant Affiliate) shall pay to NSN
(for itself and on behalf of its relevant Affiliate) the amount of such shortfall within five
(5) Business Days of the agreement or determination of the Nokia Actual Operating Net Asset
Value.
	 
	6.8	 	If the Nokia Actual Operating Net Asset Value exceeds €1,600,000,000 (1.6 billion
Euros), there shall be no adjustment as a result.
	 
	 	 	Siemens Operating Net Assets
	 
	6.9	 	If the Siemens Actual Operating Net Asset Value is less than
€1,600,000,000 (1.6
billion Euros), Siemens (for itself and on behalf of its relevant Affiliate) shall pay to NSN
(for itself and on behalf of its relevant Affiliate) the amount of such shortfall within five
(5) Business Days of the agreement or determination of the Siemens Actual Operating Net Asset
Value.
	 
	6.10	 	If the Siemens Actual Operating Net Asset Value exceeds €1,600,000,000 (1.6
billion Euros), there shall be no adjustment as a result.
	 
	7.	 	CONDITIONS PRECEDENT
	 
	7.1	 	Closing is conditional on the conditions set out in Schedule 4 being satisfied (or,
waived in accordance with clause 7.8), ALWAYS PROVIDED that if any of the Conditions set out
in Part B of Schedule 4 have not been satisfied or waived at the first date when all of the
Conditions set out in Part A of Schedule 4 have been satisfied or waived, then the parties
shall proceed to Closing other than in those Territories in respect of which any




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	 	 	Condition set out in Part B of Schedule 4 has not been satisfied or waived and clauses 8.6
to 8.13 shall apply in respect of those Territories.
	 
	7.2	 	Subject to Clause 7.3, each party shall use its reasonable endeavours to ensure that
the Conditions are satisfied as soon as reasonably practicable.
	 
	7.3	 	Nokia and Siemens shall have joint responsibility for the satisfaction of the
Mandatory Conditions set out in paragraphs 1 and 2 of Part A of Schedule 4. Nokia shall have
primary responsibility for the satisfaction of the Mandatory Condition set out in paragraph 3
of Part A of Schedule 4 and, to the extent that they relate to the Nokia Networks Business,
the Conditions set out in Part B of Schedule 4. Siemens shall have primary responsibility for
the satisfaction of the Mandatory Condition set out in paragraph 4 of Part A of Schedule 4
and, to the extent that they relate to the Nokia Networks Business, the Conditions set out in
Part B of Schedule 4. Siemens shall have the sole responsibility for the satisfaction of the
Condition set out in paragraph 6 of Part A of Schedule 4.
	 
	7.4	 	Nokia and Siemens shall take all steps reasonably necessary (including making
appropriate submissions, notifications and filings with any Governmental Entity) which are
required in order to satisfy the Mandatory Conditions set out in paragraphs 1 and 2 of Part A
of Schedule 4. In consultation with each other, as soon as reasonably practicable and without
limitation, each of them shall:






	 	7.4.1	 	(subject as set out below) progress such submissions, notifications and
filings with all diligence;
	 
	 	7.4.2	 	(subject as set out below) provide all information which is requested or
required by any such Governmental Entity;
	 
	 	7.4.3	 	promptly notify each other (and provide copies or, in the case of non written
communications, details) of any communications from and to any such Governmental Entity
relating to any such submissions, notifications and filings;
	 
	 	7.4.4	 	make any merger, competition or anti-trust filings with any Governmental
Entity only after having obtained the prior written consent of the Other Party to the
making of such application and to the form and content of the relevant application
(such consent not to be unreasonably withheld or delayed);
	 
	 	7.4.5	 	where reasonably practicable and where the presence of the Other Party would
not be likely to prejudice the outcome of such meetings, allow the Other Party to
attend any meetings with any Governmental Entity relating to any such submissions,
notifications and filings;
	 
	 	7.4.6	 	not make any commitments to any Government Entity that might reasonably be
expected to deprive NSN of the benefit of the Transaction to a material extent without
having obtained the prior written consent of the Other Party; and
	 
	 	7.4.7	 	regularly review with the Other Party the progress of any submissions,
notifications or filings to any Governmental Entity (including, where necessary,
seeking to identify appropriate commitments to address any anti-trust concerns




- 37 -









 






	 	 	 	identified by any Governmental Entity) and discuss with the Other Party the scope,
timing and tactics of any such commitments with a view to obtaining clearance from
any Governmental Entity at the earliest reasonable opportunity.






	7.5	 	The party with primary or sole responsibility for the satisfaction of any Condition
shall take all steps necessary for that purpose and shall:






	 	7.5.1	 	consult with the Other Party and take into account its reasonable comments
prior to taking any material step in connection with satisfying any Condition;
	 
	 	7.5.2	 	inform the Other Party in relation to any material developments in connection
with its endeavours to satisfy any Condition;
	 
	 	7.5.3	 	promptly copy to the Other Party any communications received or sent by it in
connection with its endeavours to satisfy any Condition; and
	 
	 	7.5.4	 	promptly notify the Other Party on becoming aware that any Condition has been
satisfied.






	7.6	 	Each party will promptly notify the Other Party if it becomes aware of a fact or
circumstance that might prevent any Condition being satisfied. The party with primary
responsibility for satisfaction of each Condition shall give notice to the Other Party of the
satisfaction of the relevant Condition(s) within two (2) Business Days of becoming aware of
the same.
	 
	7.7	 	If any Mandatory Condition has not been satisfied prior to the First Closing Long
Stop Date, this Agreement shall terminate automatically and with immediate effect.
	 
	7.8	 	Any Condition (other than the Conditions set out in paragraphs 5 and 6 of Part A of
Schedule 4) may only be waived by both Shareholders acting jointly. The Conditions set out in
paragraphs 5 and 6 of Part A of Schedule 4 are for the sole benefit of Nokia and may be waived
by Nokia in its absolute discretion.
	 
	8.	 	FIRST CLOSING AND DELAYED CLOSING
	 
	 	 	First Closing
	 
	8.1	 	First Closing will take place outside the United Kingdom at a location to be agreed
by the Shareholders on the First Closing Date.
	 
	8.2	 	First Closing shall take place only in respect of the Networks Business in those
Territories for which a Further Condition does not exist or has otherwise been satisfied (or,
where capable of waiver, waived by both Shareholders acting jointly) by the Shareholders.
	 
	8.3	 	At First Closing, each party shall do all those things respectively required of them
(and shall procure that each member of their respective Groups shall do all those things
required of them):






	 	8.3.1	 	pursuant to Schedule 5; and




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	 	8.3.2	 	as may otherwise be required at that time pursuant to the terms of the
Business Combination Agreement or any Transaction Document.






	8.4	 	Neither Nokia nor Siemens is obliged to proceed to First Closing unless the other
complies in all material respects with its obligations under clauses 8.1 to 8.3 and Schedule
5.
	 
	8.5	 	If First Closing does not take place on the date originally scheduled for First
Closing because Nokia or Siemens (as the case may be) (the “First Closing Defaulting Party”)
fails to comply with any of their obligations under clauses 8.1 to 8.3 and Schedule 5 (whether
such failure amounts to a repudiatory breach or not), the other party (the “First Closing
Non-Defaulting Party”) may by notice to the First Closing Defaulting Party:






	 	8.5.1	 	proceed to First Closing to the extent reasonably practicable (without
prejudice to its rights in respect of those matters for which it is not practicable to
proceed to First Closing at that time); or
	 
	 	8.5.2	 	postpone First Closing to the last Business Day of the next calendar month
after the date originally scheduled for First Closing (and in any event not later than
the First Closing Long Stop Date).






	 	 	Delayed Closings
	 
	8.6	 	Where a Further Condition with respect to any Delayed Territory remains unsatisfied
on the First Closing Date, the transfer to NSN of the Networks Business the subject of such
Further Condition (but not any Networks Business which is not subject of such Further
Condition) shall be postponed to a Delayed Closing Date.
	 
	8.7	 	Each Delayed Closing will take place outside the United Kingdom at such location as
the Shareholders may agree in writing prior to such Delayed Closing on the relevant Delayed
Closing Date. Nokia and Siemens shall procure that the provisions of clause 5.2 are followed
mutatis mutandis to the extent that NSN is to issue any new shares in connection with any
Delayed Closing.
	 
	8.8	 	On each Delayed Closing Date, completion of the transfer to NSN (on behalf of itself
and its relevant Affiliates) of the Networks Business in the relevant Delayed Territory shall
take place in accordance with the terms of the relevant Transaction Documents.
	 
	8.9	 	At each Delayed Closing, each party shall do all those things respectively required
of them (and shall procure that each member of their respective Groups shall do all things
required of them):






	 	8.9.1	 	pursuant to Schedule 6; and
	 
	 	8.9.2	 	as may otherwise be required at that time pursuant to the terms of the
Business Combination Agreement and any Transaction Documents.






	8.10	 	Neither Nokia nor Siemens is obliged to proceed to Delayed Closing unless the other
complies in all material respects with its obligations under clauses 8.6 to 8.9 and Schedule
6.




- 39 -









 






	8.11	 	If any Delayed Closing does not take place on the date originally scheduled for such
Delayed Closing because Nokia or Siemens (as the case may be) (the “Delayed Closing Defaulting
Party”) fails to comply with any of their obligations under clauses 8.6 to 8.9 and Schedule 6
(whether such failure amounts to a repudiatory breach or not), the other party (the “Delayed
Closing Non-Defaulting Party”) may by notice to the Delayed Closing Defaulting Party:






	 	8.11.1	 	proceed to such Delayed Closing to the extent reasonably practicable
(without prejudice to its rights in respect of those matters for which it is not
practicable to proceed to such Delayed Closing at that time); or
	 
	 	8.11.2	 	postpone such Delayed Closing to the last Business Day of the next calendar
month after the date originally scheduled for such Delayed Closing.






	8.12	 	The following provisions shall apply from First Closing until the relevant Delayed
Closing to the Delayed Businesses which are the subject of a Further Condition which remains
unsatisfied at First Closing:






	 	8.12.1	 	Nokia and Siemens shall continue to use all reasonable endeavours to satisfy
such Further Condition as soon as reasonably practicable; and
	 
	 	8.12.2	 	Nokia and Siemens shall each continue to observe the undertakings set out in
Schedule 3 in relation to any Delayed Business operated by them that is the subject of
such Further Condition.






	8.13	 	The Shareholders shall procure that NSN (on behalf of itself and its relevant
Affiliates) indemnifies the relevant Shareholder (and each of its Affiliates) in respect of
any Liability incurred by any of them in respect of any Delayed Business after the First
Closing Date and the relevant Shareholder agrees to procure that any income received after the
First Closing Date in respect of any Delayed Business is paid to NSN (on its own behalf and,
if relevant, on behalf of any relevant Affiliate) as soon as reasonably practicable after it
has been received by the relevant member of that Shareholder’s Group.
	 
	9.	 	WARRANTIES AND PRE-CLOSING CONDUCT
	 
	9.1	 	Nokia hereby warrants to each of NSN and Siemens in the terms set out in Schedule 8 (the
“Nokia Exchange Warranties”) as at 19 June 2006. Immediately before First Closing, Nokia
warrants in the terms set out in Schedule 8 by reference to the facts and circumstances
existing as at First Closing (the “Nokia Closing Warranties”).
	 
	9.2	 	Siemens hereby warrants to each of NSN and Nokia in the terms set out in paragraphs 1
to 10 of Schedule 9 (the “Siemens Exchange Warranties”) as at 19 June 2006. Immediately
before First Closing, Siemens warrants on the terms set out in Schedule 9 by reference to the
facts and circumstances existing as at First Closing (the “Siemens Closing Warranties”).
	 
	9.3	 	For the purposes of clauses 9.1 and 9.2 only, where in a Warranty any of the Nokia
Networks Assets or the Siemens Networks Assets is referred to, that defined term is to be
construed as if the words “as at Closing” were replaced with the words “as at 19 June




- 40 -









 






	 	 	2006” (in respect of the Warranties to be given as at 19 June 2006) and “as at First
Closing” (in respect of the Warranties to be given as at First Closing).
	 
	9.4	 	Each Warranty is to be construed independently and (except where this Agreement
provides otherwise) is not limited by a provision of this Agreement or another Warranty.
	 
	9.5	 	The Nokia Warranties are qualified by the matters fairly disclosed in the Nokia
Disclosure Letter. The Siemens Warranties are qualified by the matters fairly disclosed in
the Siemens Disclosure Letter.
	 
	9.6	 	The provisions of Schedule 10 shall apply in relation to Warranty Claims.
	 
	9.7	 	If Closing does not occur, only Nokia and Siemens (and not NSN) shall be entitled to
bring a Warranty Claim. If Closing occurs, only NSN (and not Nokia or Siemens) shall be
entitled to bring a Warranty Claim.
	 
	9.8	 	Each of Nokia and Siemens agrees and undertakes (in the absence of fraud) not to make
any claim against any directors, officers or employees of any members of their respective
Groups who at Closing will become a director, officer or employee of NSN or enforce a right
which either of them may have in respect of a misrepresentation, inaccuracy or omission in or
from information or advice provided by such a person for the purpose of assisting them to give
a Warranty or prepare the Nokia Disclosure Letter or the Siemens Disclosure Letter
(respectively).
	 
	9.9	 	NSN agrees and undertakes that (in the absence of fraud) it has no rights against and
shall not make any claim against any employee, director, agent, officer or adviser of Nokia,
Siemens or any member of their respective Groups, in each case on whom it may have relied
before agreeing to any term of this Agreement or any other agreement or document referred to
herein (including in the Nokia Disclosure Letter or the Siemens Disclosure Letter) or entering
into this Agreement or any other agreement or document referred to herein.
	 
	9.10	 	Between execution of this Agreement and First Closing:






	 	9.10.1	 	each of Nokia and Siemens shall (and shall procure that any members of their
respective Groups involved in the operation of their Networks Business shall) comply
with the undertakings set out in Schedule 3; and
	 
	 	9.10.2	 	each Shareholder shall notify the other immediately if it becomes aware of a
fact or circumstance which constitutes or is likely to constitute:






	 	(a)	 	a breach by it of clause 9.10.1;
	 
	 	(b)	 	a Material Adverse Change in respect of its Networks Business;
	 
	 	(c)	 	a material breach by it of clause 9.1 or 9.2 (as the case may be); or
	 
	 	(d)	 	a material breach by it of this Agreement.




- 41 -









 












	10.	 	INDEMNITIES
	 
	 	 	Non-Networks Liabilities
	 
	10.1	 	Nokia and Siemens agree that from Closing each of them shall indemnify NSN (on
behalf of itself and, save in respect of any fine, penalty or other liability resulting from
the commission of a criminal offence by any such Affiliate, on behalf of its relevant
Affiliates) from and against any Non-Networks Liabilities suffered by NSN (or any NSN Group
Company) arising in relation to the business carried on by that Shareholder’s Group, save to
the extent that any such Non-Networks Liabilities are either:
	 
	 	 	10.1.1  already provided for in either the Nokia Closing Statement or the Siemens
Closing Statement (as the case may be); or
	 
	 	 	10.1.2  the subject of indemnification pursuant to any other Transaction Document
	 
	10.2	 	Nokia and Siemens agree that from Closing each of them shall indemnify the other (on
behalf of itself and its relevant Affiliates) from and against any Non-Networks Liabilities
suffered by the other (or any of its Affiliates) arising as a result of the transactions
contemplated by this Agreement and in relation to the business carried on by that
Shareholder’s Group, ALWAYS PROVIDED THAT neither Nokia nor Siemens shall be entitled to
indemnification under this clause 10.2 in respect of such a Non-Networks Liability:






	 	10.2.1	 	arising from a Non-Networks Liability suffered by NSN, whether or not NSN
pursues any claim for indemnification in respect of this; or
	 
	 	10.2.2	 	arising as a result of any action, claim, demand or legal proceeding brought
against it by any of its respective shareholders (in the capacity of shareholder).






	 	 	Litigation
	 
	10.3	 	Where:






	 	10.3.1	 	a majority of the shares in any company (a “Target Company”) is transferred
to NSN at Closing; and
	 
	 	10.3.2	 	the Target Company is the claimant in respect of any Litigation (other than
in respect of Tax) where the amount of the claim is in excess of
€5,000,000; and
	 
	 	10.3.3	 	if the Shareholder that transferred the shares serves a notice on NSN no
later than 20 Business Days after Closing that it wishes to retain conduct of such
Litigation,






	 	 	the provisions of clauses 10.6.2 and 10.6.3 shall apply to the conduct of such Litigation as
if the Shareholder that transferred the shares is the Indemnifier and the Target Company is
the Indemnified Party. If such Shareholder does not serve such a notice on NSN within such
time period, it shall lose the right to retain conduct of such Litigation.
	 
	10.4	 	The Target Company shall only settle such Litigation if it has first obtained such
Shareholder’s prior written consent.






- 42 -










 






	10.5	 	NSN shall procure that any amount received by the Target Company in respect of such
Litigation is paid over to such Shareholder within 20 Business Days of having been received by
the Target Company.
	 
	 	 	General
	 
	10.6	 	Where pursuant to this Clause 10 a party or its relevant Affiliate (together, the
“Indemnified Party”) has the benefit of an indemnity granted in its favour by another party
(the “Indemnifier”), to the extent that the Indemnified Party becomes aware of any matter
which may give rise to a claim (an “Indemnified Claim”) by it against the Indemnifier pursuant
to such indemnity:






	 	10.6.1	 	the Indemnified Party shall notify the Indemnifier immediately of the matter
(stating in reasonable detail the nature of the matter and, if practicable, the amount
claimed) and consult with the Indemnifier with respect to the matter; if the matter
has become the subject of proceedings the Indemnified Party shall notify the
Indemnifier within sufficient time to enable the Indemnifier to have time to contest
the proceedings before final judgment;
	 
	 	10.6.2	 	the Indemnified Party shall:






	 	(a)	 	take any action and institute any proceedings, and give any
information and assistance, as the Indemnifier or its insurers may reasonably
request to:






	 	(i)	 	dispute, resist, appeal, compromise, defend, remedy or mitigate
the matter; or
	 
	 	(ii)	 	enforce against a person (other than the Indemnifier) the
Indemnified Party’s or its insurers’ rights in relation to the matter;
and






	 	(b)	 	in connection with proceedings related to the matter (other than
against the Indemnifier) use advisers chosen by the Indemnifier or its
insurers and, if the Indemnifier requests, allow the Indemnifier or its
insurers the exclusive conduct of the proceedings,






	 	 	 	in each case if the Indemnifier indemnifies the Indemnified Party for all
reasonable costs incurred as a result of a request or choice by the Indemnifier or
its insurers;
	 
	 	10.6.3	 	if NSN or any NSN Group Company is the Indemnified Party, clause 10.6.2 does
not apply if Nokia’s or Siemens’s or any of their respective insurers’ request or
choice would in NSN’s reasonable opinion be materially prejudicial to its relationship
with any customer or supplier of the Networks Business to which the matter giving rise
to the indemnity claim relates; and
	 
	 	10.6.4	 	the Indemnified Party may only admit liability in respect of or settle the
matter if it has first obtained the Indemnifier’s written consent (not to be
unreasonably withheld or delayed).




- 43 -









 












	10.7	 	Nothing in this Agreement shall restrict or limit NSN’s or any NSN Group Company’s
general obligation at law to mitigate any loss or damage which it may incur as a consequence
of a matter giving rise to an Indemnified Claim.
	 
	10.8	 	If any payment made pursuant to a clause of this Agreement requiring the Indemnifier
to indemnify or compensate the Indemnified Party, and the Indemnified Party will be or has
been subject to Tax, the Indemnifier shall on demand from the Indemnified Party pay to the
Indemnified Party the amount (after taking into account Tax payable in respect of the amount)
that will ensure that the Indemnified Party receives and retains a net sum equal to the sum it
would have received had the payment not been subject to Tax.
	 
	10.9	 	For the avoidance of doubt, this clause 10 shall not apply to any claim under the
Tax Deed.
	 
	11.	 	TERMINATION
	 
	11.1	 	If, at any time before First Closing:






	 	11.1.1	 	there has been a material breach of the Nokia Exchange Warranties which,
where capable of cure, has not been cured within 20 Business Days of notice of the
breach being served by Siemens;
	 
	 	11.1.2	 	there would be a material breach of the Nokia Closing Warranties were
Closing to take place at that date and such breach, where capable of cure, has not been
cured within 20 Business Days of notice of the breach being served by Siemens;
	 
	 	11.1.3	 	Nokia has committed a material breach of its obligations under this
Agreement (including, for the avoidance of doubt, clause 9.10.1) and such material
breach, where capable of cure, has not been cured within 20 Business Days of notice of
the breach being served by Siemens; or
	 
	 	11.1.4	 	a Material Adverse Change has arisen in relation to the Nokia Networks
Business,






	 	 	Siemens may by written notice to Nokia terminate this Agreement.
	 
	11.2	 	If, at any time before First Closing:






	 	11.2.1	 	there has been a material breach of the Siemens Exchange Warranties which,
where capable of cure, has not been cured within 20 Business Days of notice of the
breach being served by Nokia;
	 
	 	11.2.2	 	there would be a material breach of the Siemens Closing Warranties were
Closing to take place at that date and such breach, where capable of cure, has not been
cured within 20 Business Days of notice of the breach being served by Nokia;
	 
	 	11.2.3	 	Siemens has committed a material breach of its obligations under this
Agreement (including, for the avoidance of doubt, clause 9.10.1) and such material
breach, where capable of cure, has not been cured within 20 Business Days of notice of
the breach being served by Nokia; or




- 44 -









 






	 	11.2.4	 	a Material Adverse Change has arisen in relation to the Siemens Networks
Business,






	 	 	Nokia may by written notice to Siemens terminate this Agreement, ALWAYS PROVIDED THAT Nokia
may not serve any such notice after the Condition set out in paragraph 5 of Part A of
Schedule 4 has been satisfied in respect of any Allegation of Corruption identified prior to
the date when such Condition was satisfied unless Nokia has obtained material new
information which substantially changes its assessment of the significance of such
Allegation of Corruption.
	 
	11.3	 	For the purposes of clauses 11.1 and 11.2, a “material breach” means a breach in
respect of which NSN has suffered a loss (or would suffer a loss if Closing were to take
place) as a result thereof in excess of €375 million (disregarding for these purposes the
right of NSN to seek indemnification in respect of the matter giving rise to such material
breach).
	 
	11.4	 	In the event that a right of termination has arisen under clause 11.1 and Siemens
elects to terminate this Agreement pursuant to clauses 11.1.1 to 11.1.3 (but, for the
avoidance of doubt, excluding clause 11.1.4), Nokia shall pay to Siemens its reasonable out of
pocket costs and expenses incurred in connection with the negotiation, preparation and
implementation of this Agreement.
	 
	11.5	 	In the event that a right of termination has arisen under clause 11.2 and Nokia
elects to terminate this Agreement pursuant to clauses 11.2.1 to 11.2.3 (but, for the
avoidance of doubt, excluding clause 11.2.4), Siemens shall pay to Nokia its reasonable out of
pocket costs and expenses incurred in connection with the negotiation, preparation and
implementation of this Agreement.
	 
	11.6	 	If the Condition set out in paragraph 5 of Part A of Schedule 4 is not satisfied on
or before the third Business Day after the Compliance Review Date, then either Siemens or
Nokia may by notice in writing to the other terminate this Agreement.
	 
	11.7	 	Save in respect of fraud, no party will have the right to rescind this Agreement
after First Closing.
	 
	11.8	 	Each party’s further rights and obligations under this Agreement shall cease
immediately upon termination of this Agreement (other than in respect of clauses 1, 24-37, 39
and 41-44), but termination does not affect a party’s accrued rights and obligations as at the
date of termination.
	 
	12.	 	SIEMENS RESTRUCTURING
	 
	12.1	 	To the extent reasonably practicable prior to the First Closing Date, Siemens shall
continue to implement the Siemens Restructuring. If the Siemens Restructuring (or any part
thereof) has not been completed prior to the First Closing Date, a provision (the “Siemens
Restructuring Provision”) will be made in line item number 28 of the Siemens Initial Statement
in respect of the anticipated costs of completing the Siemens Restructuring in relation to the
Relevant Number of Employees and the Siemens Restructuring Provision shall be taken into
account in calculating the Siemens Net Debt Amount.




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	12.2	 	If (a) the costs incurred in completing the Siemens Restructuring in relation to the
Relevant Number of Employees together with (b) any Liabilities of NSN or any NSN Group Company
arising from the Siemens Restructuring carried out by Siemens prior to the First Closing Date,
exceed the amount of the Restructuring Provision, Siemens shall indemnify NSN and each member
of the NSN Group against any Termination Costs (other than recoverable VAT) incurred by NSN or
a member of the NSN Group in completing the Siemens Restructuring (in accordance with its
terms and the terms of the Shareholders’ Agreement) in relation to the Relevant Number of
Employees upon presentation after the First Closing Date of evidence acceptable to Siemens
(acting reasonably) that such Termination Costs have been incurred.
	 
	12.3	 	In this clause 12, the “Relevant Number of Employees” means 3,309 less the aggregate
number of employees who cease working in (including those who object to transferring to any
member of the NSN Group at Closing from, but ignoring any new employees who join) the Siemens
Networks Business during the period commencing 31 March 2006 and ending on the First Closing
Date.
	 
	13.	 	CONTRACTS
	 
	 	 	Scope
	 
	13.1	 	The other provisions of this clause 13 shall only apply in relation to Networks
Contracts which are to be assigned at or prior to Closing to NSN, a wholly-owned subsidiary of
NSN or a company formed for the purpose of holding Networks Assets.
	 
	 	 	Networks Contracts
	 
	13.2	 	Subject to clause 13.3.3 and clause 13.7, after Closing NSN shall perform all of:






	 	13.2.1	 	Nokia’s (and any member of its Group’s) obligations under each Nokia
Networks Contract (whether to be performed before or after Closing) in accordance with
the terms of such Nokia Networks Contract; and






	 	13.2.2	 	Siemens’s (and any member of its Group’s) obligations under each Siemens
Networks Contract (whether to be performed before or after Closing) in accordance with
the terms of such Siemens Networks Contract,






	 	 	but in each case excluding any obligations under such contracts which are Non-Networks
Liabilities.
	 
	13.3	 	If a Networks Contract cannot be transferred to NSN except by an assignment made
with a specified person’s consent or by a novation agreement:






	 	13.3.1	 	this Agreement does not constitute an assignment or an attempted assignment
of such Networks Contract if the assignment or attempted assignment would constitute a
breach of the Contract;
	 
	 	13.3.2	 	both before and after Closing, Nokia (in the case of each Nokia Networks
Contract), Siemens (in the case of each Siemens Networks Contract) and NSN shall each
make all reasonable efforts to obtain the person’s consent to the assignment, or
achieve the novation, of the relevant Networks Contract;




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	 	13.3.3	 	until the consent is obtained or novation is achieved, Nokia (in the case of
each Nokia Networks Contract) and Siemens (in the case of each Siemens Networks
Contract) shall (at their own respective cost) do each act and thing reasonably
requested of it by NSN to enable performance of the relevant Networks Contract and to
provide for NSN the benefits of such Networks Contract (including, without limitation,
enforcement of a right of Nokia or Siemens (as the case may be) against another party
to the relevant Networks Contract arising out of its termination by the other party or
otherwise); and
	 
	 	13.3.4	 	if the arrangements in clause 13.3.2 have not been made in respect of any
Networks Contract within 12 months of Closing, Nokia (in the case of an Nokia Networks
Contract) or Siemens (in the case of a Siemens Networks Contract), and Nokia and
Siemens shall agree the most appropriate steps to take in relation to such Networks
Contract.






	13.4	 	Subject to clause 13.7, Nokia (in the case of each Nokia Non-Networks Contract),
Siemens (in the case of each Siemens Non-Networks Contract) and NSN shall each make all
reasonable efforts to obtain the person’s consent to the assignment, or achieve the novation,
of that part of the relevant Non-Networks Contract that relates to the Nokia Networks Business
or the Siemens Networks Business (as the case may be).
	 
	13.5	 	Until the consent is obtained or novation is achieved, Nokia (in the case of each
Nokia Non-Networks Contract) and Siemens (in the case of each Siemens Non-Networks Contract)
shall (at their own respective cost) do each act and thing reasonably requested of it by NSN
to enable performance of that part of the relevant Non-Networks Contract that relates to the
Nokia Networks Business or the Siemens Networks Business (as the case may be) and to provide
for NSN the benefits of that part of the relevant Non-Networks Contract that relates to the
Nokia Networks Business or the Siemens Networks Business (as the case may be) (including,
without limitation, enforcement of a right of Nokia or Siemens (as the case may be) against
another party to the relevant Non-Networks Contract arising out of its termination by the
other party or otherwise).
	 
	13.6	 	If the arrangements in clause 13.2 have not been made in respect of any Non-Networks
Contract within 12 months of Closing, Nokia (in the case of an Nokia Networks Contract) or
Siemens (in the case of a Siemens Networks Contract) and NSN shall agree the most appropriate
steps to take in relation to such Non-Networks Contract.
	 
	13.7	 	Both before and after Closing and in any event as soon as practicable after the date
of the Original Agreement, Nokia, Siemens and NSN shall consult with each other in order to
agree, on the basis of NSN’s best interest and taking into account the interests of the
relevant Shareholder, how to transfer to NSN (on behalf of itself and its relevant Affiliates)
the benefit of Nokia Licences-In and/or Siemens Licences-In and/or Shared IP Licences granting
rights to the Nokia Group or the Siemens Group for substantially the same technology. The
parties shall take the necessary steps to implement such agreement either by way of assignment
of the contractual rights (subject to the liabilities) under such Nokia Licences-In and/or
Siemens Licences-In and/or Shared IP Licences, the novation of such contracts, or the grant by
Nokia, Siemens or their respective Affiliates of a sub-licence under such Nokia Licences-In
and/or Siemens Licences-In




- 47 -









 






	 	 	and/or Shared IP Licences, to NSN or its Affiliates (in each such case, subject to the
provisions of clauses 13.2 to 13.6). For the avoidance of doubt, if the parties agree in
accordance with this clause 13.7 that NSN does not need the benefit of any Nokia Licence-In
or Siemens Licence-In and/or Shared IP Licences, notwithstanding anything in this Agreement,
the relevant Shareholder shall not be required to transfer the relevant contract to NSN on
behalf of itself and its relevant Affiliates and the liabilities arising out of such
contract shall not be deemed to be Nokia Assumed Liabilities or Siemens Assumed Liabilities
(as the case may be).
	 
	13.8	 	In respect of any Shared IP Licences (subject to clause 13.7), each Shareholder, to
the extent any relevant Shared IP Licence allows it to do so without having to seek the
consent of a third party, will grant NSN (on behalf of itself and its relevant Affiliates) a
sub-licence to do all acts which the Shareholder is permitted to do under the Shared IP
Licence in relation to the Networks Business subject to all conditions and limitations
contained in the Shared IP Licence. The shared IP Licence shall be considered an Assumed
Liability for the purposes of clauses 3 and 10, and clause 13.2 shall apply to such Shared IP
Licence to the extent that the Shared IP Licence is required for use by both NSN and the
relevant Shareholder. Unless the relevant Shareholder and NSN agree otherwise, the Shared IP
Licence shall be deemed to be used by each of them in equal proportions.
	 
	13.9	 	If any Shared IP Licences cannot be sublicensed to NSN except with the consent of a
third party, both before and after Closing, Nokia (in the case of such Shared IP Licences
granted to the Nokia Group), Siemens (in the case of such Shared IP Licences granted to the
Siemens Group) and NSN shall each make all reasonable efforts to obtain the person’s consent
to the sublicensing of the relevant Shared IP Licences.
	 
	13.10	 	Each shareholder shall procure that prior to Closing each material Networks
Contract and each material Networks Lease in respect of which the counterparty or the lessor
(as the case may be) is a member of that Shareholder’s Group is amended to the extent
necessary so that it is thereafter governed by arm’s length terms.
	 
	 	 	Terminated or renegotiated Networks Contracts
	 
	13.11	 	Each Shareholder shall upon becoming aware at any time prior to First Closing that
a Counterparty intends to terminate or amend any Customer Contract as a result of any
Allegation of Corruption:






	 	13.11.1	 	notify the other Shareholder; and
	 
	 	13.11.2	 	use all reasonable endeavours to contest any such termination or amendment.






	13.12	 	NSN shall upon becoming aware at any time following First Closing that a
Counterparty intends to terminate or amend any Customer Contract as a result of any Allegation
of Corruption:






	 	13.12.1	 	notify each Shareholder; and
	 
	 	13.12.2	 	use all reasonable endeavours to contest any such termination or amendment,
and to mitigate the effects thereof, in accordance with the directions (if any) of




- 48 -









 






	 	 	 	the Board (including by not having any systems in place that would encourage such
termination or amendment).






	13.13	 	NSN shall notify each Shareholder of any Customer Contract which has been
terminated by a Counterparty or amended at any time following First Closing as a result of any
Allegation of Corruption. Siemens hereby undertakes to pay to Nokia Finance International
B.V. (“NFI BV”) 50 per cent. of the Net Present Value of any Lost Profit resulting from the
termination or amendment of such Customer Contract as a result of any Allegation of Corruption
within 20 Business Days of the Lost Profit Statement being agreed or determined in accordance
with Schedule 13. The obligations of the parties pursuant to this clause 13.13 shall only
apply to Customer Contracts terminated or amended in the period ending on the date which is
six (6) months after completion of the Compliance Review as a result of any Allegation of
Corruption.
	 
	13.14	 	If following the termination or amendment of any Customer Contract to which clause
13.13 applies (the “Original Contract”) and before a payment in respect of termination or
amendment of such Original Contract has been made by Siemens pursuant to clause 13.13, within
nine (9) months of the Reference Date any NSN Group Company either:






	 	13.14.1	 	enters into a new contract with the same customer (a “Qualifying
Replacement Contract” and where such new contract is entered into by any NSN Group
Company with a parent undertaking of such customer or any subsidiary undertaking of any
such parent undertaking which would be a Qualifying Replacement Contract if it had been
entered into with the customer, Nokia and Siemens by their respective chief financial
officers shall discuss in good faith whether such contract should properly be regarded
as a Qualifying Replacement Contract) the Lost Profit shall be calculated as if the
Qualifying Replacement Contract were an amendment to such Original Contract and such
Original Contract had not been terminated; or
	 
	 	13.14.2	 	such Customer Contract as amended (an “Initial Amended Contract”) is
subject to further amendment on terms more favourable in aggregate to the relevant NSN
Group Company than those provided in the Initial Amended Contract (a “Subsequent
Amended Contract”), the Lost Profit shall be calculated by reference to the Subsequent
Amended Contract rather than the Initial Amended Contract.






	13.15	 	Where prior to the determination of Lost Profit by reference to a Qualifying
Replacement Contract or a Subsequent Amended Contract, a payment in respect of the termination
or amendment of the relevant Original Contract has already been made by Siemens pursuant to
clause 13.13, Nokia shall procure that NFI BV will, following determination of the Lost Profit
by reference to the Qualifying Replacement Contract or Subsequently Amended Contract, as the
case may be, repay to Siemens that part of such payment equal to the aggregate of:






	 	13.15.1	 	the amount by which such payment (disregarding the amount by which it was
increased by the operation of clause 41); and




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	 	13.15.2	 	an amount equal to the actual reduction in Tax that NFI BV obtains from the
utilisation of any Relief which arises to NFI BV as a result of such repayment,






	 	 	exceeds the amount of the Lost Profit as subsequently determined, such sum to be treated as
a reduction of such previous payment and Siemens shall be under no further obligation to
make a payment in relation to such Customer Contract pursuant to clause 13.13. The
provisions of clause 41 shall not apply to any payment made by NFI BV to Siemens pursuant to
this clause 13.15.
	 
	13.16	 	No later than ten (10) months after the termination or amendment of any Customer
Contract in respect of which NSN has notified the Shareholders pursuant to clause 13.13, the
CEO and CFO shall confirm in writing to Siemens that no Qualifying Replacement Contract or
subsequent Amended Contract in relation to such Customer Contract has been entered into within
nine (9) months of its termination or amendment.
	 
	13.17	 	Subject as provided in this clause 13.17 within the period of 60 Business Days,
following termination of any Customer Contract in respect of which Siemens is obligated to
make any payment, NSN shall be entitled to terminate any agreement with any sub-contractor
which relates exclusively to the relevant Customer Contract, and Siemens shall pay to NFI BV
an amount equal to 50 per cent. of any amount payable by any NSN Group Company to the
subcontractor as a result of the termination of any such agreement pursuant to this clause
13.17 (less an amount equal to the actual reduction in Tax that the relevant NSN Group Company
obtains from the utilisation of any Relief which arises to such NSN Group Company as a result
of paying such amount to the subcontractor) but only to the extent that this relates to the
period of 12 months after the date of such termination and ALWAYS PROVIDED THAT prior to
terminating any agreement with a sub-contractor pursuant to this clause 13.17, NSN shall use
all reasonable endeavours to mitigate such costs, including by using the equipment or services
to be provided under such agreement elsewhere in connection with its business, and Siemens
shall pay to NSN an amount equal to the out of pocket costs reasonably incurred by NSN in so
doing.
	 
	13.18	 	Where:






	 	13.18.1	 	any repayment has been made by NFI BV to Siemens pursuant to clause 13.15
or any payment has been made by Siemens to NFI BV pursuant to clause 13.17 in respect
of an amount payable by any NSN Group Company to a subcontractor;
	 
	 	13.18.2	 	an actual reduction in Tax is obtained by NFI BV or the relevant NSN Group
Company (as the case may be) from the utilisation of any Relief which arises to NFI BV
or the relevant NSN Group Company (as the case may be) as described in clause 13.15 or
clause 13.17 (as the case may be); and
	 
	 	13.18.3	 	the amount of such actual reduction in Tax would have been taken into
account for the purposes of calculating the amount repayable pursuant to clause 13.15
or the amount payable pursuant to clause 13.17 (as the case may be) if it had been
obtained prior to the date that such repayment or payment (as the case may be) was made
but was not so taken into account,




- 50 -









 






	 	 	 	then:
	 
	 	13.18.4	 	in the case of an actual reduction in Tax that is obtained by NFI BV as
described in clause 13.18.2 above, Nokia shall procure that NFI BV makes a further
repayment to Siemens of an amount equal to such actual reduction in Tax to the extent
that it would have been taken into account as described in clause 13.18.3; and
	 
	 	13.18.5	 	in the case of an actual reduction in Tax that is obtained by the relevant
NSN Group Company as described in clause 13.18.2 above, NSN shall procure that the
relevant NSN Group Company makes a payment to Siemens of an amount equal to such actual
reduction in Tax to the extent that it would have been taken into account as described
in clause 13.18.3,






	 	 	in either case within 20 Business Days. The provisions of clause 41 of this Agreement shall
not apply to any payment or repayment by NFI BV or any NSN Group Company (as the case may
be) pursuant to this clause 13.18.
	 
	13.19	 	For the purpose of clauses 13.11 to 13.19 and Schedule 13:
	 
	 	 	“Board” means the board of directors of NSN or such committee as the board may from time to
time establish for this purpose in accordance with the terms of the Shareholders’ Agreement;
	 
	 	 	“CEO” shall have the same meaning as in the Shareholders’ Agreement;
	 
	 	 	“CFO” shall have the same meaning as in the Shareholders’ Agreement;
	 
	 	 	“Calculation Period” means the period in respect of which the revenues of any Customer
Contract are taken into account in determining its Profit Contribution;
	 
	 	 	“Counterparty” means any party to a Customer Contract (other than any NSN Group Company);
	 
	 	 	“Customer Contract” means any Networks Contract providing for the supply of equipment,
materials and/or services by the Siemens Networks Business or the Nokia Networks Business,
other than to any member of the Nokia Group;
	 
	 	 	“Direct Contract Costs” means in relation to any Customer Contract the costs of sales in
respect of its Calculation Period that would be taken into account in calculating customer
gross margin in accordance with Nokia’s established accounting policies and practices and,
subject thereto, IFRS;
	 
	 	 	“Lost Profit” means:






	 	(a)	 	in relation to any Customer Contract that is or is deemed pursuant to
sub-paragraph (b) to have been terminated its Profit Contribution less the
aggregate of:






	 	(i)	 	its Direct Contract Costs; plus
	 
	 	(ii)	 	its Overhead Allocation Charge; plus




- 51 -









 






	 	(iii)	 	its Net Tax Cost,






	 	 	 	(its “Termination Lost Profit”); and
	 
	 	(b)	 	in relation to any Customer Contract that is amended:






	 	(i)	 	its Termination Lost Profit before such amendment; less
	 
	 	(ii)	 	its Termination Lost Profit after such amendment,






	 	 	 	in each case deeming such contract to have been terminated on the Reference
Date;






	 	 	 	“Net Present Value” means the applicable amount of Lost Profit discounted back from the end
of the quarter in which it was expected or is deemed to arise to the Reference Date at an
annual discount rate of 12 per cent;
	 
	 	 	 	“Net Tax Cost” means in relation to any Customer Contract, an amount equal to X where X = (A
– B) x C and:






	 	A 	 	is equal to the taxable income in respect of the relevant
Customer Contract which has been taken into account for the
purposes of determining its Profit Contribution;
	 
	 	B 	 	is equal to the aggregate of the Direct Contract Costs and
Overhead Allocation Charges applicable to the relevant Customer
Contract to the extent these are deductible for the purposes of
any relevant Tax on corporate income; and
	 
	 	C 	 	is equal to the statutory rate of Tax on corporate income
applicable as at the Reference Date to the relevant NSN Group
Company,






	 	 	 	and, wherever it is possible to do so, the calculations of the amounts referred to in A, B,
and C shall be performed in a manner consistent with the historic corporate income tax
treatment applied by the relevant NSN entity with respect to the Customer Contract to which
such calculations relate;
	 
	 	 	 	“Overhead Allocation Charge” means in relation to any Customer Contract, an amount equal to
8 per cent. of the revenues attributable to such contract during the Calculation Period;
	 
	 	 	 	“Profit Contribution” means:






	 	(a)	 	in relation to a Customer Contract that stipulates the Counterparty’s
purchase obligations in full, the total outstanding revenue payable by the
Counterparty;
	 
	 	(b)	 	in relation to a Customer Contract that does not stipulate
Counterparty’s purchase obligations in full (a “Frame Agreement”) in respect
of which:




- 52 -









 












	 	(i)	 	at the Reference Date there is a minimum purchase commitment in
future and/or there are any outstanding purchase orders; and
	 
	 	(ii)	 	amounts have been payable by the Counterparty for at least 6
(six) months prior to the Reference Date, the higher of:






	 	A 	 	the amount of such outstanding purchase commitments and/or
purchase orders; and
	 
	 	B 	 	12 multiplied by the average monthly revenue payable
pursuant to such Customer Contract over the period ending on the
Reference Date and commencing on the later to occur of: (a) the
date on which the first purchase order was placed; and (b) 36
months prior to the Reference Date, and for the purpose of
determining the Net Present Value of any Lost Profit determined
with reference to such average monthly revenue, it shall be deemed
to have been payable to NSN or the relevant NSN Group Company in
each of the 12 months following the Reference Date;






	 	(c)	 	in relation to a Frame Agreement in respect of which:






	 	(i)	 	there is a minimum purchase commitment in future and/or there
are any outstanding purchase orders; and
	 
	 	(ii)	 	amounts have not been payable by the Counterparty for at least
6 (six) months prior to the Reference Date,






	 	 	 	the amount of such outstanding purchase commitments and/or purchase orders;
and
	 
	 	(d)	 	in relation to a Frame Agreement in respect of which:






	 	(i)	 	at the Reference Date there are no minimum purchase commitments
and no outstanding purchase orders; and
	 
	 	(ii)	 	amounts have not been payable by the Counterparty for at least
6 (six) months prior to the Reference Date,






	 	 	 	the profitability of such Customer Contract for the period of 12 months after
the Reference Date as determined by Nokia and Siemens, having entered into
good faith discussions to determine its profitability by applying the same
methodology as provided in the definition of Lost Profit and taking into
account (although not being bound by) NSN’s estimate of profitability in
relation to the performance of such contract (and if no such current estimate
exists at the request of either Shareholder NSN shall prepare an estimate in
accordance with its normal practice and procedures) and neither of them shall
withhold its approval of any reasonable determination so made;
	 
	 	(e)	 	in relation to a Frame Agreement in respect of which:




- 53 -









 












	 	(i)	 	at the Reference Date there are no minimum purchase commitments
and no outstanding purchase orders; and
	 
	 	(ii)	 	amounts have been payable by the Counterparty for at least 6
(six) months prior to the Reference Date,






	 	12	 	multiplied by the average monthly revenue payable pursuant to such
Customer Contract over the period ending on the Reference Date and commencing
on the later to occur of
	 
	 	(a)	 	the date on which the first purchase order was placed and
	 
	 	(b)	 	36 months prior to the Reference Date,






	 	 	 	and for the purpose of determining the Net Present Value of any Lost Profit
determined with reference to such average monthly revenue, it shall be deemed
to have been payable to NSN or the relevant NSN Group Company in each of the
12 months following the Reference Date; and






	 	 	“Reference Date” means in relation to a Customer Contract that is terminated, the date of
termination and in relation to a Customer Contract that is amended, the date on which such
amendment takes effect.
	 
	14.	 	NETWORKS JOINT VENTURES
	 
	14.1	 	Any interest held by Nokia or Siemens (or any member of their respective Groups) in any
Networks Joint Venture shall be transferred to NSN subject to and on the terms of the relevant
Networks Joint Venture Agreement and this clause 14.
	 
	14.2	 	Where any consent of any party to a Networks Joint Venture Agreement (other than
Nokia, Siemens or any member of their respective Groups) is required prior to any transfer of
an interest in such Networks Joint Venture to NSN (on behalf of itself and its relevant
Affiliates) in accordance with clause 14.1 above, and such consent has not been obtained at or
before Closing, the relevant interest in that Networks Joint Venture shall not be transferred
to NSN (on behalf of itself and its relevant Affiliates), notwithstanding Closing, until the
consent has been obtained.
	 
	14.3	 	Where any party to a Networks Joint Venture Agreement (other than Nokia, Siemens or
any member of their respective Groups) is entitled to be offered or to elect to acquire all or
any part of the interest of Nokia or Siemens (or any member of their respective Groups) in
such Networks Joint Venture as a result of the Transaction (in this clause 14.3, the
“Interest”), the Interest may not be transferred to NSN in accordance with the terms of this
Agreement unless and until the procedures laid down by the relevant Networks Joint Venture
Agreement have been completed and the relevant offer period or periods have expired.
	 
	14.4	 	Each of Nokia and Siemens shall, and will procure that each member of their
respective Groups which is a party to any Networks Joint Venture Agreement shall, promptly
seek such consents from and give such notices to, the other parties to those Networks Joint
Venture Agreements and comply with such other formalities as may be required under




- 54 -









 






	 	 	those Networks Joint Venture Agreements prior to any transfer of the relevant Interest to
NSN.
	 
	14.5	 	Each of Nokia and Siemens shall, and will procure that each member of their
respective Groups which is a party to any Networks Joint Venture Agreement shall, use its
reasonable endeavours to obtain any necessary consents and (if so requested in writing by NSN
in relation to any particular Networks Joint Venture) the release or waiver of any rights of
pre-emption or other rights which would, if exercised, prevent the transfer of any Interest to
NSN. NSN shall, and shall procure that each member of its Group shall, give such assistance
and co-operation as may be reasonably required by Nokia, Siemens or any member of their
respective Groups in seeking such consent, including, without limitation:






	 	14.5.1	 	providing any other party to a Networks Joint Venture Agreement with such
financial and other information as it may reasonably require to enable it to decide
whether to grant any such consent; and
	 
	 	14.5.2	 	giving any warranty, representation, statement, assurance, covenant,
agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever
which any other party to a Networks Joint Venture Agreement may reasonably require in
respect of the obligations of the proposed transferee of such Interest,






	 	 	provided that neither Nokia, Siemens, NSN nor any member of their respective Groups shall be
under any obligation to make payment (in money or money’s worth) to, or release any right
against, any such party for the purpose of obtaining any such consent, release or waiver.
	 
	14.6	 	If, under the terms of any Networks Joint Venture Agreement, Nokia or Siemens (or
any member of their respective Groups) would be obliged to offer its Interest (or any part
thereof) to any person upon forming any intention to dispose of that Interest or upon entering
into any agreement relating to the transfer of that Interest or upon giving any notice
required under the terms of the Networks Joint Venture Agreement in question, then Nokia or
Siemens (or any member of its respective Group) shall not be obliged to enter into any
agreement, or to give any such notice or to take any other step which may be required under
the terms of the relevant Networks Joint Venture Agreement in relation to any transfer of that
Interest, until each of the Mandatory Conditions has been satisfied or waived and, for the
avoidance of doubt, for these purposes only Nokia or Siemens (as the case may be) shall not be
deemed to act as agent for the relevant member of its Group in entering into this Agreement.
	 
	14.7	 	If any party to a Networks Joint Venture Agreement (other than Nokia, Siemens or any
member of their respective Groups) exercises a right arising as a result of this Transaction
to acquire all or any part of an Interest, then such Interest (or the relevant part of it)
shall not form part of the Networks Assets which are required to be transferred to NSN by
Nokia and Siemens in accordance with the terms of this Agreement and:






	 	14.7.1	 	if the right to acquire all or any part of an Interest is exercised by the
pre-empting party prior to Closing, then such Interest (or the relevant part of it)
shall not form part of the Networks Assets which are required to be transferred




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	 	 	 	to NSN by Nokia and Siemens at Closing in accordance with the terms of this
Agreement, and the value of such Interest shall be excluded from the calculation of
net assets contributed to NSN in accordance with clause 6; and
	 
	 	14.7.2	 	if the right to acquire all or any part of an Interest is subsequently
exercised by the pre-empting party at any time after Closing, Nokia (in the case of a
Networks Joint Venture to which it or a member of its Group is a party) or Siemens (in
the case of a Networks Joint Venture to which it or a member of its Group is a party)
shall pay to NSN (on behalf of itself and its relevant Affiliates) an amount equal to
the value of its Interest in that Networks Joint Venture as at Closing, as shown in the
Nokia Closing Statement or the Siemens Closing Statement (as the case may be).






	14.8	 	Subject to the transfer of any Interests to NSN (on behalf of itself and its
relevant Affiliates) being completed in accordance with the terms of this Agreement and the
Business Combination Agreement, NSN (on behalf of itself and its relevant Affiliates) agrees
to indemnify Nokia, Siemens and each member of their respective Groups on demand (which may be
made at any time after the transfer to NSN of the relevant Interest) in respect of any
financial contribution or liability to make any such contribution or other liability arising
under the terms of the relevant Networks Joint Venture Agreement or otherwise, and Nokia or
Siemens shall, or shall procure that the relevant member of their respective Groups shall,
ensure that any distribution received by them from any Networks Joint Venture after Closing is
paid to NSN, or as NSN may direct, as soon as reasonably practicable after the transfer of the
relevant Interest to NSN in accordance with the terms of this Agreement and the Business
Combination Agreement, provided that such amount shall be reduced pro-rata to the extent that
Nokia or Siemens (or any member of their respective Group) is prevented from transferring any
part of the Interest to NSN.
	 
	14.9	 	NSN shall use its reasonable endeavours to procure that Nokia, Siemens and each
member of their respective Groups is released from all of its obligations and liabilities
under each Networks Joint Venture Agreement with effect from the time at which the Interest is
transferred to NSN in accordance with the terms of this Agreement and the Business Combination
Agreement, and shall perform or procure performance of all such obligations, and indemnify
Nokia, Siemens and each member of their respective Groups in respect of all such liabilities
arising in relation to such Interest pending such release. At such time, Nokia and Siemens
shall, and will procure that each member of their respective Groups shall, assign to NSN or
the relevant NSN Group Company (as the case may be) their rights under the relevant Networks
Joint Venture Agreement, to the extent that it is necessary to do so to vest those rights in
NSN or the relevant NSN Group Company.
	 
	14.10	 	If, under any Networks Joint Venture Agreement, Nokia, Siemens or any member of
their respective Groups is obliged to provide any technical assistance or other services to
the relevant Networks Joint Venture, then NSN shall provide or shall procure that such
technical assistance or other services are provided to the relevant Networks Joint Venture
from Closing.




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	15.	 	GUARANTEES
	 
	15.1	 	After Closing, NSN will take all steps as may be reasonably practicable (including
assuming itself the obligation set out in the Guarantee) to procure within three (3) months of
Closing the release of Nokia and Siemens (and any member of their respective Groups) in full
from any Guarantees given by any member of the Nokia Group or any member of the Siemens Group
in respect of any Assumed Liability save where such member of the Nokia Group or the Siemens
Group becomes a wholly-owned subsidiary of NSN at Closing. Until any such Guarantee is
released, NSN or the relevant NSN Group Company will indemnify each of Nokia, Siemens and any
member of their respective Groups from and against any Liabilities which Nokia, Siemens or any
member of their respective Groups may suffer or incur in connection with such Guarantee.
	 
	15.2	 	Each Shareholder will take all steps as may be reasonably practicable (including
assuming itself or by a member of its Group the obligation set out in the Guarantee) to
procure the release of NSN or a NSN Group Company immediately following Closing in full from
any Guarantees given by NSN or a NSN Group Company in respect of any Non-Networks Liability.
	 
	16.	 	EMPLOYEES
	 
	 	 	General
	 
	16.1	 	The parties acknowledge and agree their intention that all of the Nokia Networks
Employees and, subject to Clause 16.13, the Siemens Networks Employees will be employed by NSN
or a NSN Group Company with effect from Closing. Accordingly, the parties acknowledge and
agree that where either party contributes part of its Networks Business to NSN by way of
transfer:






	 	16.1.1	 	to NSN or a NSN Group Company of the entire issued share capital of a
company which holds Networks Assets as contemplated by clauses 2.4.2 and 2.4.3, it is
the Shareholders’ intention that the contracts of employment of those Networks Business
Employees employed by that company should continue with that company notwithstanding
the transfer of the entire issued share capital of that company to NSN or a NSN Group
Company;
	 
	 	16.1.2	 	of that part of each Shareholders’ Networks Business to NSN or a NSN Group
Company as contemplated by clause 2.4.1 and, where Transfer Regulations are applicable
in that Territory, those Networks Business Employees assigned to that part of that
Shareholder’s Networks Business shall transfer by operation of the applicable Transfer
Regulations to NSN or the relevant NSN Group Company. Any Termination Costs payable to
any such Networks Business Employees on transfer of their employment to NSN or the
relevant NSN Group Company under this clause 16.1.2 shall, subject to clause 12, be
borne exclusively by NSN or the relevant NSN Group Company; and
	 
	 	16.1.3	 	of that part of each Shareholder’s Networks Business to NSN or a NSN Group
Company as contemplated by clause 2.4.1 and, where either (i) Transfer Regulations are
not applicable in that jurisdiction, or (ii) Transfer Regulations are applicable in
that jurisdiction, but for any reason any Networks Business




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	 	 	 	Employee would not be transferred by such Transfer Regulations, then in either (i)
or (ii) the transfer of such Networks Business Employee’s employment to NSN or the
relevant NSN Group Company shall be implemented by means of termination and
re-employment in accordance with clauses 16.2 to 16.5 below.






	 	 	Termination and Re-employment by NSN
	 
	16.2	 	Clauses 16.3 to 16.6 shall apply in relation to those employees specified in clause
16.1.3 only, and within those clauses only, the terms “Nokia Networks Employee” and “Siemens
Networks Employee” shall be construed accordingly.
	 
	16.3	 	NSN shall, or shall procure that a NSN Group Company shall, prior to Closing, offer
a contract of employment (such offer to be conditional on Closing and, if accepted, such
employment to commence with effect from Closing) to each applicable Networks Business Employee
on terms and conditions which shall:






	 	16.3.1	 	comply with applicable local laws;
	 
	 	16.3.2	 	where the Network Business Employee is based in a jurisdiction where the
Transfer Regulations apply, replicate those terms and conditions which would have
transferred if the Transfer Regulations had applied to that individual;
	 
	 	16.3.3	 	otherwise (i) provide a salary which is at least equal to the salary payable
to such Networks Business Employee immediately before Closing, and (ii) in respect of
all other payments, benefits, terms and conditions (other than any terms relating to an
occupational pension scheme) which are no less favourable (in aggregate) than the
payments, benefits, terms and conditions provided to such Networks Business Employee
immediately before Closing;
	 
	 	16.3.4	 	which shall be conditional on the Networks Business Employee waiving (in a
manner which Nokia and Siemens agree is legally effective) his entitlement to any
Termination Costs which would otherwise be payable on the termination of his employment
with his Nokia Employer or Siemens Employer unless such waiver is prohibited by local
law or his Nokia Employer or Siemens Employer (as appropriate) decides not to require
such waiver;
	 
	 	16.3.5	 	will remain open for acceptance by such Networks Business Employee for 10
Business Days after that offer is made; and
	 
	 	16.3.6	 	that such Networks Business Employee’s period of service with the Nokia
Group or Siemens Group (as the case may be) shall be counted as continuous service with
NSN or the relevant NSN Group Company for the purposes of vacation and severance and
all other seniority based benefits except any benefits under a Retirement Benefit
Arrangement (which shall be dealt with in accordance with Schedule 12) (save that it
shall not be counted as continuous service for severance purposes to the extent that
the Network Business Employee receives a severance or other redundancy payment by
reference to his or her service with the Nokia Group or Siemens Group on transfer to
NSN or




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	 	 	 	relevant NSN Group Company (unless applicable local law otherwise requires)).






	16.4	 	Where such Network Business Employees accept such offers of employment from NSN or a
NSN Group Company, Nokia and Siemens (as the case may be) will procure that such Networks
Business Employees are released from employment with the Nokia Employer or the Siemens
Employer respectively and from any post-termination restrictions that might otherwise prevent
their working for NSN or the relevant NSN Group Company with effect from Closing, and will use
all reasonable steps to minimise any Termination Costs that are not waived.
	 
	16.5	 	Where a Networks Business Employee accepts an offer of employment made in accordance
with clause 16.3:






	 	16.5.1	 	any Termination Costs shall be borne by NSN or the relevant NSN Group
Company and NSN (or the relevant NSN Group Company) shall indemnify the Nokia Employer
or Siemens Employer (as the case may be) in respect of all and any such Termination
Costs; and
	 
	 	16.5.2	 	any Accrued Employee Liabilities payable in respect of the termination of
employment of such Networks Business Employees shall be borne exclusively by the
relevant Nokia Employer or Siemens Employer.






	16.6	 	Where a Networks Business Employee declines an offer of employment made in
accordance with clause 16.3, for the avoidance of doubt the cost of continuing to employ such
an employee (or any Termination Costs if appropriate) shall be borne by the relevant Nokia
Employer or Siemens Employer (as the case may be).
	 
	 	 	Non-Transfer of Network Business Employees
	 
	16.7	 	Where, in the six (6) months after Closing, it is found that or alleged that the
contract of employment of any Networks Business Employee which Nokia and Siemens intended
would be transferred by virtue of the Transfer Regulations to NSN or a NSN Group Company as
contemplated by clause 16.1.2 has in fact not so transferred (other than any such Networks
Business Employee who has objected or refused to transfer pursuant to a right under the
applicable Transfer Regulations):






	 	16.7.1	 	NSN will no later than 10 Business Days after being notified of such fact,
make to that Networks Business Employee an offer in writing to employ him/her under a
new contract of employment, which offer will remain open for ten (10) Business Days;
	 
	 	16.7.2	 	the offer to be made pursuant to clause 16.7.1 above will be on the same
basis as is set out in clause 16.3 above;
	 
	 	16.7.3	 	Nokia or Siemens (as the case may be) will use their reasonable efforts to
procure that such offer is accepted by the relevant Networks Business Employee within
ten (10) Business Days of being made and if after that time the offer has not been
accepted:






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	 	(a)	 	NSN may withdraw the offer of employment; and
	 
	 	(b)	 	Nokia or Siemens will be under no further obligation to procure that
the relevant Networks Business Employee accepts any offer of employment from
NSN or a NSN Group Company; and






	 	16.7.4	 	Whether a Networks Business Employee accepts or declines an offer of
employment made in accordance with this clause 16.7:






	 	(a)	 	any Termination Costs in respect of such Network Business Employee
shall be borne by NSN or the relevant NSN Group Company and NSN (or the
relevant NSN Group Company) shall indemnify the Nokia Employer or Siemens
Employer (as the case may be) in respect of all and any such costs and
liabilities; and
	 
	 	(b)	 	any Accrued Employee Liabilities payable in respect of the
termination of employment of such Networks Business Employees shall be borne
exclusively by the relevant Nokia Employer or Siemens Employer.






	 	 	Other employment matters
	 
	16.8	 	In good time prior to Closing Nokia shall provide to NSN and Siemens, and Siemens
shall provide to NSN and Nokia, a list identifying the individuals who are to be Nokia Network
Employees or Siemens Network Employees (as the case may be) as appropriate.
	 
	16.9	 	This clause 16.9 sets out how Nokia Overhead Employees and Siemens Overhead
Employees are to be identified: Nokia and Siemens shall each identify those positions or
functions within their own organisation in respect of which an overhead charge has been made
to the relevant Networks Business in the 12 months prior to Closing and shall identify what
percentage of the total overhead cost is attributable to the relevant Network Business (the
“Relevant Percentage”). Nokia or Siemens (as the case may be, shall be entitled (but not
obliged) to identify a number of Nokia or Siemens (as the case may be) employees equal to the
Relevant Percentage of the total staff employed in the overhead function (such employees not
otherwise falling within sub-paragraph (a) to (d) of the definitions of Nokia Networks
Employees and Siemens Networks Employees) and such employees shall be “Nokia Overhead
Employees” or “Siemens Overhead Employees” (as the case may be), and together the “Overhead
Employees”. Nokia (in the case of Nokia Overhead Employees) and Siemens (in the case of
Siemens Overhead Employees) shall use their reasonable efforts to ensure that the employees
identified as Nokia Overhead Employees or Siemens Overhead Employees (as the case may be)
shall, so far as possible, represent a reasonable cross-section of the total staff employed in
the relevant overhead function in terms of age, length of service, salary and experience.
	 
	16.10	 	Siemens and Nokia agree that, as at or prior to Closing, they will identify those
individuals who provide services to a Networks Business other than through an employment
relationship (including but not limited to the provision of services by such individuals as
agency employees or self-employed contractors). Nokia and Siemens will seek to identify of
those individuals whose services will be reasonably required by the




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	 	 	NSN and NSN Group following Closing and shall procure that the contract for services of each
such person is terminated prior to or with effect from Closing. NSN or a NSN Group Company
will make a suitable offer of a new contract to or in respect of such individuals for the
provision of the same services on terms that are reasonably comparable to those terms
offered to or in respect of such individual prior to Closing, such contract to commence with
effect from or as soon as reasonably practicable following Closing.






	16.11	 	Siemens and Nokia shall each comply (and respectively will procure that each member
of the Nokia Group and Siemens Group will comply) with all legal requirements (whether
statutory or pursuant to any written agreement with, or the constitution of, any Employee
Representative Body) to inform, consult or notify any Employee Representative Body or
Governmental Entity in connection with the matters contemplated by this Agreement. Each
Shareholder shall provide the other with such information as the other may reasonably request
in writing as is necessary for the requesting party to comply with any such legal requirement.
Each Shareholder shall indemnify NSN (for itself and for the benefit of its Affiliates)
against any liabilities, losses, charges, costs claims or demands which NSN or any NSN Group
Company may incur which are attributable to any failure by the relevant Shareholder (or
relevant member of its Group) to comply with any such legal requirement.
	 
	16.12	 	Nokia and Siemens agree that amounts payable by NSN under the Transitional Services
Agreement shall be on the same terms and conditions and charging basis as those in respect of
overhead charges paid by the Nokia Networks Business or the Siemens Networks Business (as the
case may be) during the period to which the Nokia Divisional Report and the Siemens Divisional
Report relate in respect of any overhead function carried out by any Overhead Employees
transferred to NSN or any NSN Group Company.
	 
	16.13	 	Siemens will procure that the employment contract of any Siemens Networks Employee
identified prior to Closing as a Tainted Employee is either terminated prior to Closing or
such Tainted Employee is not transferred to NSN or any NSN Group Company on or with effect
from Closing and such person shall be deemed not to be a Siemens Networks Employee for the
purposes of clauses 16.1 to 16.12.
	 
	17.	 	EMPLOYEE RETENTION PLAN
	 
	 	 	As soon as reasonably practicable after the date of the Original Agreement, Nokia and
Siemens agree to implement an employee retention bonus plan incorporating the principles set
out in Schedule 11 (the “Retention Plan”).
	 
	18.	 	PENSIONS
	 
	 	 	In implementing this Transaction in relation to pensions, the parties shall give effect
to the principles set out in Schedule 12.
	 
	19.	 	COMPLIANCE REVIEW
	 
	19.1	 	Siemens and Nokia shall conduct the Pre-Closing Compliance Review in accordance with the
Common Interest and Confidentiality Agreement with a view to the Pre-Closing




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	 	 	Compliance Review being completed as soon as reasonably practicable and in any event prior
to the Compliance Review Date.






	19.2	 	Without prejudice to Clause 19.1, the Pre-Closing Compliance Review shall seek to
identify business consultancy agreements, Networks Joint Ventures, or other Siemens Networks
Assets to which any Allegation of Corruption relates, and all bank accounts operated by or on
behalf of bodies corporate being transferred, whether directly or indirectly, to NSN pursuant
to this Agreement. In addition, the Compliance Work Plan developed by Siemens, with input
from Nokia, shall include as a priority item the investigation and interview of key Siemens
employees who will become employed by an NSN Group Company at Closing in order to determine
whether such employees are Tainted Employees. Prior to the First Closing, Siemens will notify
Nokia as promptly as possible of any Siemens Networks Employees it has identified as Tainted
Employees as a result of the Pre-Closing Compliance Review.
	 
	19.3	 	Nokia and Siemens shall procure that no later than the Compliance Review Date their
legal counsel shall prepare a joint report addressed to each of Nokia and Siemens on the
progress achieved in completing the Compliance Work Plan. Not less than once in every seven
days prior to completion of the Pre-Closing Compliance Review, Nokia and Siemens shall review
the Compliance Work Plan and the status of the Pre-Closing Compliance Review.
	 
	19.4	 	Siemens shall pay to Nokia, or as Nokia may direct, an amount equal to the aggregate
Compliance Costs reasonably incurred by Nokia in respect of the Pre-Closing Compliance Review
not later than 30 days following a written request by Nokia, supported by copies of all
relevant invoices.
	 
	19.5	 	Siemens shall pay to:






	 	19.5.1	 	Nokia, or as Nokia may direct, an amount equal to the aggregate Compliance
Costs reasonably incurred by Nokia in respect of the Post-Closing Compliance Review;
and
	 
	 	19.5.2	 	NSN, or to any NSN Group Company, as it may direct, an amount equal to the
aggregate Compliance Costs reasonably incurred by NSN in respect of the Post-Closing
Compliance Review,






	 	 	 	in each case, for the period ending six (6) months after the conclusion of the Siemens
Compliance Review not later than 30 days following a written request by Nokia or NSN (or as
the case may be), supported by copies of all relevant invoices, AND ALWAYS PROVIDED THAT:






	 	(i)	 	each of Nokia and NSN shall on a quarterly basis commencing on 31 March 2007
provide Siemens with and discuss an estimate of the Compliance Costs that they each
respectively expect to incur in the following quarterly period; and
	 
	 	(ii)	 	Siemens shall not be obliged to make a payment pursuant to this clause 19.5 to
Nokia in respect of Compliance Costs incurred by Nokia in investigating any matter
which has previously been investigated by NSN, or to NSN in respect of Compliance Costs
incurred by NSN in investigating any matter which has




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	 	 	 	previously been investigated by Nokia, unless, in either case, there has been a
material change in the information available to Nokia or NSN (as the case may be)
in relation to such matter which may substantially change the assessment of its
significance.






	19.6	 	Siemens shall pay to NSN, or to any NSN Group Company, as it may direct, an amount
equal to NSN’s reasonable out of pocket expenses incurred in connection with the Siemens
Compliance Review.
	 
	19.7	 	Nokia and NSN shall each use all reasonable efforts to mitigate all Compliance Costs
they may seek to recover pursuant to clauses 19.4, 19.5 or 19.6.
	 
	19.8	 	Prior to Closing, Nokia and Siemens shall agree the terms of a Compliance and Ethics
Program in accordance with the provisions of Schedule 14. At Closing, NSN shall establish
such agreed Compliance and Ethics Program and shall thereafter maintain a Compliance and
Ethics Program complying with the provisions of Schedule 14. Siemens agrees that any legal
entity operating any part of the Siemens Networks Business between First Closing and Delayed
Closing shall comply with the Compliance and Ethics Program established by NSN.
	 
	19.9	 	Where:






	 	19.9.1	 	Compliance Costs incurred by Nokia or Compliance Costs or out of pocket
expenses incurred by NSN (as the case may be) have given rise to any Relief for Nokia
or NSN (as the case may be);
	 
	 	19.9.2	 	Siemens has made payment in full in respect of those Compliance Costs
pursuant to Clause 19.5 or in respect of those out of pocket expenses pursuant to
Clause19.6 (as the case may be); and
	 
	 	19.9.3	 	Nokia or NSN (as the case may be) has obtained a reduction in Tax from the
utilisation by it of such Relief,






	 	 	 	then Nokia or NSN (as the case may be) shall pay to Siemens an amount equal to the lesser of
that reduction in Tax and the amount paid by Siemens pursuant to Clause 19.5 or Clause 19.6
(as the case may be) within 20 Business Days. The provisions of clause 41 of this Agreement
shall not apply to an obligation of Nokia or NSN (as the case may be) to pay any amount to
Siemens pursuant to this clause 19.9.






	20.	 	INTELLECTUAL PROPERTY, TRADE MARKS AND CORPORATE NAME
	 
	20.1	 	On Closing, NSN shall enter into the Trade Marks Agreement with Nokia (or any member of
its Group) and Siemens (or any member of its Group). NSN acknowledges and agrees that it
shall not acquire, by this Agreement or otherwise, any right, title or interest in or under
the Nokia Marks or the Siemens Marks except as expressly granted to it under the Trade Marks
Agreement.
	 
	20.2	 	NSN shall procure that as soon as reasonably practicable following Closing, it shall
procure that the registration of the change of name of NSN to the Combined Name to be carried
out in accordance with the requirements of paragraph 3.1 of Schedule 5 will be registered with
the companies registry in the Netherlands.




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	20.3	 	Before Closing, Nokia and Siemens shall:






	 	20.3.1	 	negotiate in good faith and agree the final versions of Schedules 1 and 2 of
the IPR Agreement but in any event the Nokia Business Patents that will be listed in
Schedule 1 of the IPR Agreement will include at least 30 patent families for patents
which have been disclosed by Nokia as essential patents to ETSI under ETSI’s IP Policy,
and which have not been made available under licences to Qualcomm Inc.;
	 
	 	20.3.2	 	appoint members for the Branding Committee as contemplated in clause 3 of
the Trade Marks Agreement and procure that the Branding Committee agrees on initial
Design Guidelines which shall be incorporated as Schedule 4 of the Trade Marks
Agreement and on the design of the Combined Logo which shall be incorporated as
Schedule 3 of the Trade Marks Agreement; and
	 
	 	20.3.3	 	negotiate in good faith and agree all other schedules of the IPR Agreement
and the Trade Marks Agreement.






	21.	 	INSURANCE
	 
	21.1	 	NSN acknowledges and agrees that upon Closing:






	 	21.1.1	 	all insurance cover provided in relation to the Networks Businesses by Nokia
and Siemens shall cease but (subject to the terms of any relevant policies) without
prejudice to any accrued claims thereunder which shall be pursued by Nokia or Siemens
(as the case may be) as reasonably directed by NSN after Closing and paid over promptly
to NSN upon receipt; and
	 
	 	21.1.2	 	it will arrange insurance cover in relation to the Networks Businesses with
effect from Closing for broadly the same risks and in the same amounts as the insurance
cover provided prior to Closing by Nokia and Siemens.






	22.	 	THIRD PARTY CONSENTS
	 
	22.1	 	Where any consent or agreement of any third party (other than a relevant regulatory or
anti-trust authority) is required for the transfer of any Networks Assets (other than in
relation to the transfer of any Networks Contract or the performance of any Networks Contract
or Networks Joint Venture by NSN after Closing) and such consent or agreement has not been
obtained at or before Closing, (subject to any transfer by operation of law) the transfer of
the relevant Networks Asset shall not take effect, notwithstanding Closing, until that consent
or agreement has been obtained and each of Nokia, Siemens and NSN shall (each at its their own
expense) use its respective reasonable endeavours after Closing to obtain it as soon as
possible.
	 
	22.2	 	After Closing, and until such time as any consent or agreement referred to in clause
22.1 is obtained, Nokia, Siemens or the appropriate member of their respective Groups (as the
case may be) shall be deemed to hold the benefit of the relevant Networks Asset referred to in
clause 22.1 on trust for NSN.




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	23.	 	REMEDIES AND WAIVERS
	 
	23.1	 	No delay or omission by any party to this Agreement in exercising any right, power or
remedy provided by law or under this Agreement or any other documents referred to in it shall
affect that right, power or remedy or operate as a waiver thereof.
	 
	23.2	 	The single or partial exercise of any right, power or remedy provided by law or
under this Agreement shall not preclude any other or further exercise of it or the exercise of
any other right, power or remedy.
	 
	23.3	 	The rights, powers and remedies provided in this Agreement are cumulative and not
exclusive or any rights, powers and remedies provided by law.
	 
	24.	 	ASSIGNMENT AND NOVATION
	 
	 	 	No party shall assign, novate, transfer, declare a trust of the benefit of or in any
other way alienate any of its rights under this Agreement whether in whole or in part
without the express written consent of the other parties.
	 
	25.	 	FURTHER ASSURANCES
	 
	25.1	 	The parties hereto shall use all reasonable efforts to take, or cause to be taken, all
appropriate action, to do or cause to be done all things necessary, proper or advisable under
applicable law, and to execute and deliver such documents and other papers, as may be required
to carry out the provisions of this Agreement and any Transaction Document and to consummate
and make effective the transactions contemplated by this Agreement and any Transaction
Document, whether before or after Closing.
	 
	25.2	 	Without limiting the foregoing, prior to, on and after Closing, each party hereto
shall cooperate with the other party, and without any further consideration, but at the
expense of the relevant Shareholder, to execute and deliver, or use its reasonable efforts to
cause to be executed and delivered, all instruments, including without limitation, instruments
of conveyance, assignment and transfer, and to make all filings with, and to obtain all
Consents, including, without limitation, under any permit, license, agreement or other
instrument and to take all such other action as such party may reasonably be requested to take
by any other party hereto from time to time, consistent with the terms of this Agreement and
any Transaction Document, in order to give effect to the provisions and purposes of this
Agreement and any Transaction Document and the transfers of the Networks Businesses and
Networks Assets and the assignment and assumption of the Assumed Liabilities and the other
transactions contemplated hereby and thereby.
	 
	25.3	 	Without prejudice to any other rights or remedies of NSN under this Agreement, if
any asset, contract or shareholding which does not form part of a Networks Business or which
is a Non-Networks Asset has been transferred to NSN in accordance with the terms of this
Agreement, the Shareholder from whose Group such asset, contract or shareholding shall have
been transferred may give written notice to NSN of the same at any time in the two (2) years
following Closing (such party giving such notice being, in this sub-clause 25.3, the
“Notifying Party”), if such notice is given.
	 
	25.4	 	NSN shall, as soon as practicable and so far as it is able, transfer (or procure the
transfer of) such asset, contract or shareholding (together with any benefit or sum, net of
Tax and




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	 	 	other out of pocket expenses, accruing to NSN or any NSN Group Company as a result of
holding such asset, contract or shareholding since Closing) to such person as the Notifying
Party shall direct (provided it is a member of the Notifying Party’s Group) on terms that no
consideration is payable to any person for such transfer.






	25.5	 	The Notifying Party shall provide such assistance to NSN as NSN reasonably requires
for the purposes of paragraph 25.4.
	 
	25.6	 	The Notifying Party undertakes to NSN (for itself and on behalf of each member of
the NSN Group) to indemnify NSN and each member of the NSN Group against any and all Costs
suffered or incurred by any of them:






	 	25.6.1	 	in relation to any such transfer; or
	 
	 	25.6.2	 	as a result of holding any such asset, contract of shareholding for the
period from Closing until it is transferred to such person as the Notifying Party shall
direct.






	25.7	 	Without prejudice to any other rights or remedies of NSN under this Agreement, if
any asset, contract or shareholding which forms part of a Networks Business other than a
Non-Networks Asset has not been transferred to NSN in accordance with the terms of this
Agreement, NSN may give written notice to the Shareholder whose Group has retained the
relevant asset, contract or shareholding of the same at any time in the two (2) years
following Closing (such party receiving such notice being, in this sub-clause 25.7, the
“Notified Party”). If such notice is given:






	 	25.7.1	 	the Notified Party shall, as soon as practicable and so far as it is able,
transfer (or procure the transfer of) such asset, contract or shareholding (together
with any benefit or sum, net of Tax and other out of pocket expenses, accruing to any
member of the Notified Party’s Group as a result of holding such asset, contract or
shareholding since Closing) to such person as NSN shall direct (provided it is a NSN
Group Company) on terms that no consideration is payable by any person for such
transfer;
	 
	 	25.7.2	 	NSN shall provide such assistance to the Notified Party as the Notified
Party reasonably requires for the purposes of sub-clause 25.7.1; and
	 
	 	25.7.3	 	the Notified Party undertakes to NSN (for itself and on behalf of each NSN
Group Company) to indemnify NSN and each NSN Group Company against any and all Costs
suffered or incurred by them in relation to any such transfer.






	26.	 	VARIATION
	 
	 	 	No variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the parties to this Agreement.
	 
	27.	 	CONFLICT WITH OTHER AGREEMENTS
	 
	27.1	 	In the event of any conflict between this Agreement and any other Transaction Document
or any document entered into pursuant to the Business Combination Agreement such Transaction
Document or document entered into pursuant to the Business Combination Agreement shall prevail
(as between the parties to this Agreement




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	 	 	and as between any other members of their respective Groups unless the contrary is expressly
provided elsewhere in this Agreement or such other agreement).






	27.2	 	In the event of any conflict between this Agreement or any other Transaction
Document and the Common Interest and Confidentiality Agreement, the Common Interest and
Confidentiality Agreement shall prevail.
	 
	28.	 	NOTICES
	 
	28.1	 	A notice under this Agreement shall only be effective if it is in writing.
	 
	28.2	 	Notices under this Agreement shall be sent to a party at its address or fax number
and for the attention of the individual set out below:





	 	 	 	 	 	 	 
	Party	 	Address	 	Fax Number	 	Attention
	Nokia
	 	PO Box 226,	 	+358 7180 34070	 	Rick Simonson
	 
	 	FIN-00045	 	+358 7180 45742	 	Carl Belding
	 
	 	Nokia Group	 	 	 	 
	Siemens
	 	Hofmanstr. 51	 	+49 (89) 722 45533	 	Karl-Heinz Seibert
	 
	 	81379 Munich	 	 	 	 
	with a copy to:
	 	Baierbrunner Str. 15	 	+ 49 (89) 722 40380	 	Lutz Englisch
	 
	 	81379 Munich	 	 	 	 
	NSN
	 	 	 	 	 	 








	 	 	provided that a party may change its notice details set out above by providing notice
of any change to the other parties in accordance with this clause 28.
	 
	28.3	 	Any notice given under this Agreement shall, in the absence of earlier receipt, be
deemed to have been duly given as follows:






	 	28.3.1	 	if delivered personally, on delivery;
	 
	 	28.3.2	 	if sent by first class post, two clear Business Days after the date of
posting; and
	 
	 	28.3.3	 	if sent by fax when despatched.






	28.4	 	Any notice given under this Agreement outside Working Hours in the place to which it
is addressed shall be deemed not have been given until the start of the next period of Working
Hours in such place.
	 
	29.	 	ANNOUNCEMENTS
	 
	29.1	 	As soon as reasonably practicable following execution of the Original Agreement, Nokia
and Siemens shall issue a joint press release in substantially the form agreed as at the date
hereof.
	 
	29.2	 	Save for the joint press release referred to in Clause 29.1, no announcement or
circular concerning the transactions contemplated by this Agreement or otherwise in connection
with the existence or the subject matter of this Agreement shall be made or issued by or on
behalf of any party without the prior approval or Nokia and Siemens. This shall not affect
any announcement or circular required by law or any regulatory body or the rules or any
recognised stock exchange or regulatory body to which that party is subject but in such
circumstances the party with an obligation to make an announcement or issue a





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	 	 	 	circular shall consult with the other party or parties insofar as is reasonably practicable
before complying with such an obligation.






	30.	 	CONFIDENTIALITY
	 
	30.1	 	Nokia undertakes to NSN (and each NSN Group Company) that before and after Closing Nokia
shall:






	 	30.1.1	 	not use or disclose to a person any Nokia Networks Confidential Information
it has or acquires (except to the extent necessary in the ordinary course of the Nokia
Networks Business prior to Closing);
	 
	 	30.1.2	 	make every effort to prevent the use or disclosure of Nokia Networks
Confidential Information (except as mentioned in clause 30.1.1); and
	 
	 	30.1.3	 	ensure that each member of the Nokia Group complies with clauses 30.1.1 and
30.1.2.






	30.2	 	Siemens undertakes to NSN (and each NSN Group Company) that before and after Closing
Siemens shall:






	 	30.2.1	 	not use or disclose to a person and Siemens Networks Confidential
Information it has or acquires (except to the extent necessary in the ordinary course
of the Siemens Networks Business prior to Closing);
	 
	 	30.2.2	 	make every effort to prevent the use or disclosure of Siemens Networks
Confidential Information (except as mentioned in clause 30.2.1); and
	 
	 	30.2.3	 	ensure that each member of the Siemens Group complies with clauses 30.2.1
and 30.2.2.






	30.3	 	Clauses 30.1 and 30.2 do not apply to disclosure of Confidential Information:






	 	30.3.1	 	to a director, officer or employee of either Shareholder whose function
requires him to have any Confidential Information;
	 
	 	30.3.2	 	required to be disclosed by law, by a rule of a listing authority or stock
exchange by or on which securities of any member of the Nokia Group or the Siemens
Group (as the case may be) are listed or traded or by a governmental authority or other
authority with relevant powers to which any shareholder is subject or submits, whether
or not the requirement has the force of law, provided that the disclosure shall so far
as is practicable be made after consultation with the other Shareholder and after
taking into account its reasonable requirements as to timing, content and manner of
making or despatch; or
	 
	 	30.3.3	 	by Nokia or Siemens to any of their advisers for the purposes of providing
professional advice in connection with the transactions contemplated by this Agreement,
provided that such disclosure is essential for these purposes and is on the basis that
clauses 30.1 and 30.2 apply to the use and disclosure by the adviser of such
Confidential Information.




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	30.4	 	Clauses 30.1 and 30.2 do not apply to the use, in the ordinary course of business,
by employees and officers of the Nokia Group of Nokia Residual Information and by the Siemens
Group of Siemens Residual Information provided that the Nokia Group (in respect of the Nokia
Residual Information) and Siemens Group (in respect of the Siemens Residual Information)
protect the confidentiality of such information and apply in respect of such information the
same security measures it applies in respect of its own confidential information.
	 
	30.5	 	Each of NSN and Siemens undertakes separately to Nokia that before and after Closing
it shall:






	 	30.5.1	 	not use or disclose to a person any Nokia Confidential Information it has or
acquires;
	 
	 	30.5.2	 	make every effort to prevent the use or disclosure of Nokia Confidential
Information; and
	 
	 	30.5.3	 	ensure that each member of its Group complies with clauses 30.5.1 and
30.5.2.






	30.6	 	Each of NSN and Nokia undertakes separately to Siemens that before and after Closing
it shall:






	 	30.6.1	 	not use or disclose to a person and Siemens Confidential Information it has
or acquires;
	 
	 	30.6.2	 	make every effort to prevent the use or disclosure of Siemens Confidential
Information; and
	 
	 	30.6.3	 	ensure that each member of its Group complies with clauses 30.6.1 and
30.6.2.






	30.7	 	Nokia (in respect of the Siemens Networks Confidential Information) and Siemens (in
respect of the Nokia Networks Confidential Information) undertake to each other and to NSN
that before and after Closing it shall:






	 	30.7.1	 	not use or disclose to a person any such information it has or acquires;
	 
	 	30.7.2	 	make every effort to prevent the use or disclosure of such information; and
	 
	 	30.7.3	 	ensure that each member of its Group complies with clauses 30.7.1 and
30.7.2.






	30.8	 	Clauses 30.1 to 30.7 (inclusive) do not apply to disclosure of information:






	 	30.8.1	 	to a director, officer or employee of either Shareholder or NSN whose
function requires him to have any such information;
	 
	 	30.8.2	 	required to be disclosed by law, by a rule of a listing authority or stock
exchange by or on which securities of any member of the relevant Group is listed or
traded or by a governmental authority or other authority with relevant powers to which
any relevant Party is subject or submits, whether or not the requirement has the force
of law, provided that the disclosure shall so far as is practicable be made after
consultation with the other relevant Party and after





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	 	 	 	taking into account the other relevant Party’s reasonable requirements as to
timing, content and manner of making or despatch; or
	 
	 	30.8.3	 	by Nokia or Siemens to any of their advisers for the purposes of providing
professional advice in connection with the transactions contemplated by this Agreement,
provided that such disclosure is essential for these purposes and is on the basis that
clauses 30.1 to 30.7 (inclusive) apply to the use and disclosure by the adviser of such
information.






	30.9	 	This clause 30 supersedes the prior confidentiality agreement dated 16 May 2006
between Nokia and Siemens.
	 
	31.	 	COSTS AND EXPENSES
	 
	 	 	Subject to clause 19, each of the parties shall pay its own costs, charges and expenses
(including, subject to the provisions of the Tax Deed, Transfer Taxes) incurred in relation
to the negotiation, preparation, execution and implementation of this Agreement, all other
Transaction Documents and the transactions contemplated by them.
	 
	32.	 	ACCESS TO INFORMATION AND RETENTION OF RECORDS
	 
	32.1	 	Subject to clause 32.3 below, from the date of the Original Agreement and for a period
of seven (7) years following the First Closing Date, at the request of either of the
Shareholders or the NSN (in this clause 32, the “Requesting Party”), the relevant Shareholder
(in this clause 32, the “Providing Party”) shall, and shall cause the members of its Group or
any of their respective directors, officers, employees, agents, consultants or advisors to,
and shall use all reasonable endeavours to cause joint ventures to which it is a party but
that are not members of their respective Groups (in this clause 32, collectively, “Related
Parties”) to, cooperate with and afford to the Requesting Party (or any member of its Group or
any of their respective directors, officers, employees, agents, consultants or advisors), upon
reasonable advance written request, reasonable access to all (and the right, at the cost of
the Requesting Party, to take copies of) the books, accounts, customer lists and all other
records within the possession of the Providing Party or any Related Party to the extent that
such books, accounts, customer lists and records relate to the Nokia Networks Business or the
Siemens Networks Business (as the case may be) (the “Records”). This obligation is subject
to:






	 	32.1.1	 	the Requesting Party agreeing to treat such information as confidential in
accordance with the provisions of clause 31;
	 
	 	32.1.2	 	any confidentiality agreement between the Providing Party and a third party
or any applicable law or regulation which prohibits disclosure to the Requesting Party;
	 
	 	32.1.3	 	the Requesting Party providing a reasonable justification that the requested
access is required; and
	 
	 	32.1.4	 	any claim for legal privilege,






	 	 	 	provided that the Providing Party shall use all reasonable endeavours to obtain any
necessary third party’s consent to disclosure of Records.




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	32.2	 	Subject to clause 32.2.3 below, each Shareholder agrees to cooperate fully, and to
cause the members of its respective Group or its directors, officers, employees, agents,
consultants or advisors, to cooperate fully and to use commercially reasonable efforts to
cause Related Parties to cooperate fully, to allow access during normal business hours and
upon reasonable notice to NSN’s employees. This obligation is subject to:






	 	32.2.1	 	the extent to which any employee is reasonably necessary to discuss with and
explain to the Requesting Party any Records requested pursuant to clause 32.1; or
	 
	 	32.2.2	 	the extent to which it relates to any claims brought against the other, or
any regulatory proceedings, investigations, comments or reviews (formal or informal) to
which the other is subject, involving the conduct of the Nokia Networks Business or the
Siemens Networks Business (as the case may be) at any time prior to the First Closing
Date; and
	 
	 	32.2.3	 	such access not unreasonably interfering with any employee’s performance of
his or her employment duties.






	32.3	 	Each Shareholder shall, and shall cause the members of its respective Group to, for
a period of seven (7) years following Closing, preserve and keep their Records relating to any
period prior to the Closing in its possession, whether in electronic form or otherwise.
	 
	33.	 	TIME OF THE ESSENCE
	 
	 	 	Except as otherwise expressly provided, time is of the essence in this Agreement, both
as regards, any dates, times and periods mentioned and as regards any dates, times and
periods which may be substituted for them in accordance with this Agreement or by agreement
in writing between the parties.
	 
	34.	 	INTEREST
	 
	 	 	If a party defaults in the payment when due of any sum payable under this Agreement
(whether determined by agreement or pursuant to an order of a court or otherwise) the
liability of such party shall be increased to include a payment of interest on such sum
(subject to deduction or withholding of Tax required by law) from the date when such payment
is due until the date of actual payment (before and after judgment) at a rate of five per
cent. Such interest shall accrue from day to day on the basis of a 360-day year.
	 
	35.	 	INVALIDITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in
any respect under the law of any jurisdiction, that shall not affect or impair the legality,
validity or enforceability in that jurisdiction any other provision of this Agreement.
	 
	36.	 	THIRD PARTY RIGHTS
	 
	 	 	A person who is not a party to this Agreement shall have no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any of its terms, save that where in this
Agreement an indemnity is expressed to be given in favour of a person who is not a party to
this Agreement, such indemnities (but no other term of this Agreement) are intended




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	 	 	to be enforceable by that person by virtue of the Contracts (Rights of Third Parties) Act
1999.






	37.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has executed at least one
counterpart. Each counterpart shall constitute an original of this Agreement, but the
counterparts shall together constitute but one and the same instrument.
	 
	38.	 	EFFECT OF CLOSING
	 
	 	 	Any provision of this Agreement and any other documents referred to in it which is
capable of being performed after but which has not been performed at or before Closing and
all Warranties and covenants and other undertakings contained in or entered into pursuant to
this Agreement shall remain in full force and effect notwithstanding Closing.
	 
	39.	 	ENTIRE AGREEMENT
	 
	39.1	 	This Agreement, the other Transaction Documents, the agreements entered into pursuant to
this Business Combination Agreement and the other agreements entered into at Closing set out
the entire agreement between the parties to this Agreement and those documents in respect of
the transactions contemplated by this Agreement to the exclusion of any terms implied by law
which may be excluded by contract and supersedes any previous written or oral agreement
between the parties in relation to the matters dealt with in this Agreement.
	 
	39.2	 	Each party acknowledges that it has not been induced to enter into this Agreement by
any representation, warranty or undertaking not expressly incorporated into it.
	 
	39.3	 	So far as permitted by law and except in the case of fraud, each party agrees and
acknowledges that its only right and remedy in relation to any warranty, representation or
undertaking given in connection with this Agreement shall be a claim for damages for breach of
the terms of this Agreement to the exclusion of all other rights or remedies (including those
in tort or arising under statute).
	 
	39.4	 	Without prejudice to the generality of the foregoing, NSN acknowledges and agrees
that, save as expressly set out in this Agreement and the documents referred to in it, no
representation, warranty or other assurance has been given by any of the Shareholders in
respect of any protection, forecast or other forward looking information.
	 
	40.	 	VAT
	 
	40.1	 	In this Agreement, except as otherwise provided, the amount of any payment for a supply
of goods or services or the value of any supply made or deemed to be made by a Shareholder (or
any Affiliate of a Shareholder) or NSN (or any Affiliate of NSN) pursuant to this Agreement
shall be taken to be exclusive of amounts in respect of VAT properly chargeable on the supply
and the amount of such VAT shall be paid in addition to any payment due under this Agreement
or, if no payment is due, shall be paid at the time the supply is made or a proper VAT invoice
is issued, whichever is earlier.




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	40.2	 	Nokia and NSN intend that the Networks Assets shall, wherever possible, be
transferred as a going concern for the purposes of VAT.
	 
	40.3	 	Siemens and NSN intend that the assets of the Networks Assets shall, wherever
possible, be transferred as a going concern for the purposes of VAT.
	 
	40.4	 	Accordingly, in each relevant jurisdiction:






	 	40.4.1	 	Nokia shall (or shall procure that its relevant Affiliate shall), and NSN
shall (or shall procure that its relevant Affiliate shall) use all reasonable efforts
to secure any applicable conditions are fulfilled so that each transfer of Nokia
Networks Assets is properly treated as neither a supply of goods nor a supply of
services for the purposes of VAT where the jurisdiction in which the relevant Nokia
Networks Assets are located has given effect to Article 5(8) of Directive 77/388/EEC or
to ensure that any similar or analogous treatment or relief is obtained in any other
relevant jurisdiction; and
	 
	 	40.4.2	 	Siemens shall (or shall procure that its relevant Affiliate shall), and NSN
shall (or shall procure that its relevant Affiliate shall) use all reasonable efforts
to secure any applicable conditions are fulfilled so that each transfer of Siemens
Networks Assets is properly treated as neither a supply of goods nor a supply of
services for the purposes of VAT where the jurisdiction in which the relevant Siemens
Networks Assets are located has given effect to Article 5(8) of Directive 77/388/EEC or
to ensure that any similar or analogous treatment or relief is obtained in any other
relevant jurisdiction.






	40.5	 	Without limiting clauses 40.2 and 40.3, where the Tax Authority in a relevant
jurisdiction gives a ruling on the VAT treatment of the transfer of Nokia Networks Assets or
the Siemens Networks Assets (as the case may be) in that jurisdiction, VAT shall be treated as
payable if the relevant Tax Authority rules that it is payable. If the relevant Tax Authority
has done so before Closing, NSN (on its own behalf and, if relevant, on behalf of its relevant
Affiliate) shall pay amounts in respect of the VAT on Closing. If the relevant Tax Authority
does so on or after Closing, NSN (on its own behalf and, of relevant, on behalf of its
relevant Affiliate) shall pay amounts in respect of the VAT within three Business Days after
the relevant Shareholder gives NSN written notice of the ruling.
	 
	40.6	 	If one party (“Party A”) is required by the terms of this Agreement to reimburse
another party (“Party B”) for any cost or expense, Party A shall reimburse Party B for the
full amount of such cost or expense, including any part of its which represents amounts in
respect of VAT, except where this Agreement provides otherwise save to the extent that Party B
(or its Affiliate) is entitled to credit or repayment in respect of that VAT from any Tax
Authority.
	 
	41.	 	WITHHOLDING, DEDUCTIONS AND SET OFF
	 
	41.1	 	All sums payable under this Agreement by either Shareholder to any NSN Group Company (or
by one Shareholder (or any of its Affiliates) to the other Shareholder (or any of its
Affiliates) where the sum so payable is payable under this Agreement in respect of any Claim,
pursuant to any indemnity set out in this Agreement or pursuant to




- 73 -









 












	 	 	clauses 13 or 19 of this Agreement) shall be made in full without any set-off or
counterclaim and free and clear of all deductions or withholdings of any kind, save only as
may be required by law, in which event such deduction or withholding shall not exceed the
minimum amount required by law.
	 
	41.2	 	If any deduction or withholding is required by law from any payment made under this
Agreement:






	 	41.2.1	 	in respect of any Claim;
	 
	 	41.2.2	 	pursuant to any indemnity set out in this Agreement;
	 
	 	41.2.3	 	pursuant to clauses 6, 13 or 19 of this Agreement; or
	 
	 	41.2.4	 	pursuant to the Environmental Deed,






	 	 	by either Shareholder to any NSN Group Company (or by one Shareholder (or any of its
Affiliates) to the other Shareholder (or any of its Affiliates) where the payment is made
under this Agreement in respect of any Claim, pursuant to any indemnity set out in this
Agreement or pursuant to clauses 13 or 19 of this Agreement) or if any NSN Group Company
shall incur any liability for Tax chargeable or assessable in respect of any such payment
(or if a Shareholder (or any of its Affiliates) shall incur any liability for Tax chargeable
or assessable in respect of any payment made under this Agreement in respect of any Claim,
pursuant to any indemnity set out in this Agreement or pursuant to clauses 13 or 19 of this
Agreement) then, except in relation to payments of interest, the party making the payment
shall pay the recipient such additional sum (the “Additional Sum”) as will, after such
deduction or withholding has been made (and after taking into account any Tax payable in
respect of the payment to the NSN Group Company (or to a Shareholder (or to any of its
Affiliates)) of the Additional Sum), leave the recipient with the same amount as it would
have been entitled to receive under this Agreement in the absence of any such requirement to
make a deduction or withholding or in the absence of such liability to Tax.
	 
	41.3	 	If any party pays an Additional Sum under this Agreement and the recipient receives,
by virtue of the receipt of that Additional Sum (or in relation to the matter giving rise to
the payment of that Additional Sum), a Relief or a credit for, refund of or relief from other
monies payable by it or a similar benefit by reason of any deduction or withholding for or on
account of Tax or by reason of any Tax charged in respect of which there is an additional
amount under this clause 41.3, then that party shall reimburse to the other relevant party the
amount of such Relief, credit, refund or similar benefit within 20 Business Days.
	 
	42.	 	LIABILITY OF THE SHAREHOLDERS
	 
	 	 	Unless otherwise expressly set out in this Agreement or any other Transaction Document,
the rights and obligations of the Shareholders shall be several and not joint and the
exercise of rights by one shall not depend on the exercise of rights by the other and
neither shall have any liability in respect of any delay or default by the other.




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	43.	 	CHOICE OF GOVERNING LAW, ESCALATION, ARBITRATION
	 
	43.1	 	This Agreement shall be governed by English law.
	 
	43.2	 	Subject to clauses 43.3 to 43.12, the Shareholders and NSN will use commercially
reasonable efforts to resolve expeditiously any differences, disagreements, disputes,
controversies or claims (whether arising in contract, tort or otherwise) that may arise out of
or relate to, or arise under or in connection with, this Agreement (a “Dispute”) on a mutually
acceptable, negotiated basis. Any party involved in a Dispute may deliver a notice (an
“Escalation Notice”) demanding an in-person meeting with any Other Party also involved in that
Dispute when the representatives of the affected parties shall use their reasonable efforts to
meet within 30 days of the Escalation Notice (or such shorter time as is necessary to avoid
immediate irreparable injury).
	 
	43.3	 	If such representatives are not able to resolve the Dispute within 30 days after the
date of the Escalation Notice (or such shorter time as is necessary to avoid immediate
irreparable injury), then the Dispute shall be submitted to a committee consisting of one
senior executive of each Shareholder.
	 
	43.4	 	If the parties are not able to resolve the Dispute through the processes set forth
in clauses 43.1 to 43.3 within 60 days after the date of the Escalation Notice (or such
shorter time as is necessary to avoid immediate irreparable injury), but not before such
Dispute shall be finally determined, at the request of either of the Shareholders by
arbitration, which shall be conducted in accordance with the remainder of this clause 43.
	 
	43.5	 	The provisions of clauses 43.2 to 43.4 shall not apply in the event of any
application for interim or conservative measures in accordance with clause 43.7 below.
	 
	43.6	 	Any Dispute which cannot be resolved by the parties in accordance with the
escalation procedure set out in clauses 43.2 to 43.4 above shall be finally settled under the
Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by three
arbitrators. Each of the parties shall nominate one arbitrator and the two party nominated
arbitrators shall nominate a third arbitrator who will act as the Chairman of the Tribunal
subject to appointment in accordance with the ICC Rules. Each of the arbitrators shall be
English law qualified, London-based, Queen’s Counsel with experience of commercial disputes
and international arbitration. The seat of the arbitration shall be in London, England, the
language of the arbitration shall be English and the procedural law governing any arbitration
hereunder shall be English law.
	 
	43.7	 	The Parties agree that Article 23 of the ICC Rules shall be modified for the
purposes of any arbitration arising under this clause as follows:






	 	43.7.1	 	“Unless the parties have otherwise agreed, as soon as the file has been
transmitted to it, the Arbitral Tribunal may, at the request of a party, order any
interim or conservatory measures it deems appropriate. The Arbitral Tribunal may make
the granting of any such measure subject to appropriate security being furnished by the
requesting party. Any such measure shall take the form of an order, giving reasons, or
of an Award, as the Tribunal considers appropriate.




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	 	43.7.2	 	Notwithstanding the provisions of Article 23.1 above, the parties may apply
to the High Court of England and Wales (the “English Court”) or the Courts of the
Netherlands (the “Dutch Court”) for interim or conservatory measures at any time before
the Arbitral Tribunal publishes a final award provided that no application for
materially the same interim or conservatory relief has already been made to the
Arbitral Tribunal. The application of a party to the English Court or Dutch Court for
such measures shall not be deemed to be an infringement or a waiver of the arbitration
agreement and shall not affect the relevant powers reserved to the Arbitral Tribunal
unless the English Court or Dutch Court (as the case may be) has declined jurisdiction
in favour of the Arbitral Tribunal, save that no application for materially the same
interim or conservatory relief can be made to the Arbitral Tribunal. Any such
application and any measures ordered by the English Court or Dutch Court must be
notified without delay to the Secretariat and to the Arbitral Tribunal if constituted.
	 
	 	43.7.3	 	The parties may further apply to any competent judicial authority for the
implementation or enforcement of any interim or conservatory measures ordered by the
English Court or Dutch Court or awarded by an Arbitral Tribunal, and any such
application shall not be deemed to be an infringement or a waiver of the arbitration
agreement and shall not affect the relevant powers reserved to the Arbitral Tribunal.
Any such application must be notified without delay to the Secretariat and to the
Arbitral Tribunal if constituted.






	43.8	 	The parties acknowledge that damages would be unlikely to be an adequate remedy for
a breach of any one of many of the obligations in this Agreement, including without
limitation, a breach of the confidentiality provisions contained herein, and that in such
circumstances the innocent party may require immediate injunctive relief.
	 
	43.9	 	The parties further agree that the existence and substance of any arbitration or
English Court or Dutch Court proceedings and all documents arising out of or produced in
relation to any such proceedings (“Proceedings Information”) shall be treated as strictly
confidential and may not be disclosed to any other party except as may be necessary and
appropriate to their professional advisors, insurers, reinsurers, auditors, agents, brokers,
regulators, investors or employees, or as required by law or regulation. Subject to the
consent of the other parties hereto (such consent not to be unreasonably withheld), a party
may disclose Proceedings Information to a third party provided the third party enters into a
suitable confidentiality agreement.
	 
	43.10	 	Any party wishing to commence proceedings in the English Court or Dutch Court for
interim or conservatory measures shall make an application for the proceedings to be heard on
a confidential basis.
	 
	43.11	 	The Arbitral Tribunal shall determine which party shall bear the costs of the
arbitration, and if both, in what proportion, and shall further determine whether all or part
of one party’s costs of the arbitration shall be borne by the other. To the extent that the
English Court or Dutch Court does not finally determine any issue as to costs relating to an
application made to the English Court or Dutch Court (as the case may be), the Arbitral
Tribunal shall determine such issue as part of its final award.




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	43.12	 	The parties hereby agree that if any dispute submitted to arbitration pursuant to
this clause 43 raises issues which are substantially the same as or connected with issues
raised in a dispute which has already been referred to arbitration pursuant to this clause 43
or a dispute between the parties under the Shareholders’ Agreement which has already been
referred to arbitration (in either case an “Existing Dispute”), or arises out of substantially
the same facts as are the subject of an Existing Dispute (in either case, a “Related
Dispute”), the Arbitral Tribunal appointed or to be appointed in respect of such Existing
Dispute shall also be appointed as the Arbitral Tribunal in respect of the Related Dispute.
In such case, the Arbitral Tribunal may, having regard to the stage of the proceedings of the
Existing Dispute and other relevant circumstances, consolidate the proceedings arising out of
the Existing Dispute and the Related Dispute. For this purpose the Parties adhere to and
consent to be bound by the arbitration agreement contained in the Shareholders’ Agreement. In
the event that there is any dispute as to whether a Dispute is a Related Dispute for the
purposes of this clause 43.12, such dispute shall be resolved by the Arbitral Tribunal
appointed or to be appointed in respect of the relevant Existing Dispute.
	 
	44.	 	APPOINTMENT OF PROCESS AGENT
	 
	44.1	 	Nokia hereby irrevocably appoints Nokia UK Limited of Lancaster House, Lancaster Way,
Ermine Business Park, Huntingdon, Cambridgeshire PE29 6YJ as its agent to accept service of
process in England in any legal action or proceedings arising out of this Agreement, service
upon whom shall be deemed completed whether or not forwarded to or received by Nokia.
	 
	44.2	 	Siemens hereby irrevocably appoints Siemens plc of Siemens House, Oldbury,
Bracknell, Berkshire RG12 8FZ as its agent to accept service of process in England in any
legal action or proceedings arising out of this Agreement, service upon whom shall be deemed
completed whether or not forwarded to or received by Siemens.
	 
	44.3	 	Nokia and Siemens shall procure that NSN irrevocably appoints a person in England as
its agent to accept service of process in England in any legal action or proceedings arising
out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to
or received by NSN.
	 
	44.4	 	Each party shall inform the others, in writing, of any change in the address of its
process agent within 28 days of such change.
	 
	44.5	 	If any such process agent ceases to be able to act as such or to have an address in
England, each party irrevocably agrees to appoint a new process agent in England and to
deliver to the others within 14 days of receipt a copy of a written acceptance of appointment
by the new process agent.
	 
	44.6	 	Nothing in this Agreement shall affect the right to serve process in any other
manner permitted by law.
	 
	45.	 	ENFORCEMENT OF RIGHTS BY NSN
	 
	 	 	Prior to First Closing NSN shall not enforce any of its rights under this Agreement
without the written direction of both Shareholders.




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IN WITNESS whereof the parties have entered this Agreement the day and year first before written.




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	EXECUTED by the parties
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	SIEMENS AG

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	NOKIA CORPORATION

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	NOKIA SIEMENS NETWORKS B.V.

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	)	 	 	 







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