Final results of Nokia s succeful public exchange offer for Alcatel-Lucent securities announced: Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Nokia Corporation

Stock Exchange Release

January 5, 2016 at 09:25 (CET +1)

Final results of Nokias successful public exchange offer for Alcatel-Lucent securities: Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Espoo, Finland - The French stock market authority, Autorit des March s Financiers (the AMF), today published the final results of the initial offer period of Nokias public exchange offer for Alcatel-Lucent securities in France and in the United States (the Offer).

2,052,812,101 outstanding Alcatel-Lucent ordinary shares, 264,183,778 American depositary shares, 206,784,349 OCEANE 2018 convertible bonds, 37,880,652 OCEANE 2019 convertible bonds, and 16,138,206 OCEANE 2020 convertible bonds have been tendered into the French and/or U.S. offers. As a consequence, Nokia should hold, following the settlement of the offer, 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel Lucent, 89.14% of the OCEANEs 2018 outstanding, 24.34% of the OCEANEs 2019 outstanding, and 15.11% of the OCEANEs 2020 outstanding. This equates to Nokia holding 70.52% of the share capital on a fully diluted basis.

As announced on January 4, 2016, the minimum tender condition set at more than 50% of Alcatel-Lucents fully diluted share capital has been met and the Offer is successful.

Assuming conversion of the OCEANEs tendered into the Offer at the improved conversion ratio, Nokia would hold, following settlement of the Offer, 79.32% of the share capital and at least 78.97% of the voting rights of Alcatel-Lucent, as mentioned in the AMFs notice published today.

Nokia will accept today all the Alcatel-Lucent shares, OCEANE convertible bonds and ADSs validly tendered into the Offer. The newly issued Nokia shares will be delivered to the tendering Alcatel-Lucent securities holders and start trading on Nasdaq Helsinki, Euronext Paris and, for the Nokia ADSs, on the New York Stock Exchange on January 8, 2016. The first day as an operationally combined group will be January 14, 2016.

In accordance with Article 232-4 of the AMF General Regulation, the offers in France and in the U.S. will be reopened at the same exchange ratios within 10 French trading days. The AMF will publish the timetable of the reopened Offer. Nokia believes it is in the best interests of Alcatel-Lucent shareholders to tender their remaining securities, and invites the remaining Alcatel-Lucent securities holders to tender their shares, ADSs or OCEANE convertible bonds into the reopened Offer.

If Nokia reaches 95% ownership of the share capital and voting rights of Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition, if Nokia reaches 95% ownership of Alcatel-Lucents fully diluted shares, it intends to squeeze-out the remaining OCEANE convertible bonds.

In addition, Nokia reserves the right, subject to applicable law to cause Alcatel Lucent to redeem at par value, plus, as applicable, accrued interest from the date the interest was last paid, to the date set for the early redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if less than 15% of the issued OCEANEs of any such series remain outstanding.

About Nokia

By focusing on the human possibilities of technology, Nokia embraces the connected world to help people thrive. Our businesses are leaders in their respective fields: Nokia Networks provides broadband infrastructure, software and services; and Nokia Technologies provides advanced technology development and licensing. 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 and Alcatel Lucents 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 terms, opening and expected timeline of the reopened exchange offer; settlement and delivery of Alcatel Lucent securities, Nokias holdings in Alcatel Lucent following settlement, the combination of Alcatel Lucent and Nokia, and Nokias plans or intentions after the closing of the reopened offer. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. These forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and views of future events and developments. Risks and uncertainties include: the ability of Nokia to integrate Alcatel Lucent into Nokia operations; the success of the reopened exchange offer and the implementation of the squeeze-out, if any;; and the impact on the combined company (after giving effect to the proposed transaction with Alcatel Lucent) of any of the foregoing risks or forward-looking statements, as well as other risk factors listed from time to time in Nokias and Alcatel Lucents filings with the U.S. Securities and Exchange Commission (SEC).

The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere,

LINK:	http://company.nokia.com/en/news/press-releases/2016/01/05/final-resul...
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