Nokia announces settlement of its reopened public exchange offer for Alcatel-Lucent securities and the registration of new shares

Nokia Corporation

Stock Exchange Release

February 12, 2016 at 14:00 (CET +1)

Nokia announces settlement of its reopened public exchange offer for Alcatel-Lucent securities and the registration of new shares

Espoo, Finland - Nokia today announces that its reopened public exchange offer for Alcatel-Lucent securities in France and in the United States (the Reopened Offer) has been settled and that its new shares have been entered into the Finnish Trade Register.

As previously announced by the French stock market authority, Autorit des March s Financiers (the AMF), on February 10, 2016, 426 695 572 outstanding ordinary shares, 52 286 499 American Depositary Shares (ADSs), 4 795 096 OCEANE 2018 convertible bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832 OCEANE 2020 convertible bonds of Alcatel-Lucent (Alcatel-Lucent shares, ADSs and convertible bonds together the Alcatel-Lucent Securities) were tendered into the Reopened Offer in France and in the United States, and accepted by Nokia in consideration for shares or ADSs in Nokia.

The 320 701 193 new Nokia shares issued as consideration for the Alcatel-Lucent Securities tendered into the Reopened Offer have been entered into the Finnish Trade Register today. Following entry of the shares into the Finnish Trade Register, the total number of Nokias shares equals 5 769 443 837 shares. The shares carry the right to dividends and all other shareholder rights as of today.

The Shares have been paid by contribution in kind with Alcatel-Lucent Securities that have been tendered into the Reopened Offer. The subscription price, EUR 1 694 107 142.10 in aggregate, which is based on the closing price of Nokias shares on Nasdaq Helsinki on February 10, 2016, will be recorded in Nokias fund for invested non-restricted equity and, consequently, Nokias share capital remains unchanged at EUR 245 896 461.96.

As a result of the Reopened Offer Nokia now holds 91.25% of the share capital and at least 91.17% of the voting rights of Alcatel-Lucent, 99.62% of the outstanding OCEANE 2018 convertible bonds, 37.18% of the outstanding OCEANE 2019 convertible bonds, and 68.17% of the outstanding OCEANE 2020 convertible bonds. This equates to Nokia holding 88.07% of the share capital on a fully diluted basis.

Nokia requested today the conversion of the OCEANE convertible bonds it holds following settlement of the Reopened Offer. As a result of such conversion, less than 15% of the 2018 OCEANE convertible bonds will be outstanding and Nokia will cause Alcatel-Lucent to redeem at par value, plus accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding 2018 OCEANE convertible bonds, pursuant to the terms and conditions of such OCEANE convertible bonds. After the conversion of the OCEANE convertible bonds tendered into the initial Offer and the Reopened Offer, at the applicable improved conversion ratios, Nokia will hold 92.34% of the share capital and at least 92.26% of the voting rights of Alcatel-Lucent.

It is expected that the newly issued Nokia shares will be delivered by Euronext Paris to the relevant financial intermediaries of the tendering holders of Alcatel-Lucent securities on February 15, 2016, while the new Nokia ADSs will today be registered in the name of the former registered Alcatel-Lucent ADS holders. The trading in the shares is expected to commence on Nasdaq Helsinki and Euronext Paris as of February 15, 2016 and the trading in the new Nokia ADSs representing the shares will commence on the New York Stock Exchange as of February 15, 2016. In addition, it is expected that the relevant financial intermediaries of Alcatel-Lucent security holders will receive from Euronext Paris or Citibank, N.A. the cash proceeds corresponding to the fraction of Nokia shares or ADSs they are entitled to as from March 1, 2016.

About Nokia

Nokia is a global leader in the technologies that connect people and things. Powered by the innovation of Bell Labs and Nokia Technologies, the company is at the forefront of creating and licensing the technologies that are increasingly at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network, Nokia is uniquely positioned to help communication service providers, governments, and large enterprises deliver on the promise of 5G, the Cloud and the Internet of Things. www.nokia.com

ENQUIRIES

Media Enquiries:

Nokia Communications

Tel. +358 (0) 10 448 4900

Email: press.services@nokia.com

Investor Enquiries:

Nokia Investor Relations

Tel. +358 4080 3 4080

Email: investor.relations@nokia.com

Microsite details

Further information on the transaction can be found at: www.newconnectivity.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FORWARD-LOOKING STATEMENTS

This stock exchange release contains forward-looking statements that reflect Nokias current expectations and views of future events and developments. Some of these forward-looking statements can be identified by terms and phrases such as believe, will, would and similar expressions. These forward-looking statements include statements relating to: the delivery by Euronext Paris of the newly issued Nokia shares to the relevant financial intermediaries of the tendering holders of Alcatel-Lucent securities; the registration date of the new Nokia American Depositary Shares (ADSs); the trading of the new Nokia Shares on Nasdaq Helsinki and Euronext Paris, and of the new Nokia ADSs on the New York Stock Exchange; and the date of the receipt from Euronext Paris or Citibank, N.A. of the cash proceeds corresponding to the fraction of Nokia shares or ADSs the Alcatel-Lucent security holders are

LINK:	http://company.nokia.com/en/news/press-releases/2016/02/12/nokia-annou...
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