Preliminary results of the subsequent offer period of Nokia Solutions and Networks tender offer for all the shares and option rights of Comptel

Nokia Corporation

Stock Exchange Release

April 20, 2017 at 14:00 (CET +1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Preliminary results of the subsequent offer period of Nokia Solutions and Networks tender offer for all the shares and option rights of Comptel

Espoo, Finland - The subsequent offer period (the Subsequent Offer Period) under the recommended public cash tender offer by Nokia Solutions and Networks Oy (the Offeror), a wholly-owned indirect subsidiary of Nokia Corporation, to purchase all of the issued and outstanding shares and option rights in Comptel Corporation (Comptel) that are not owned by Comptel or any of its subsidiaries (the Tender Offer) commenced on April 4, 2017 and expired on April 19, 2017.

According to the preliminary results of the Subsequent Offer Period, the shares tendered during the Subsequent Offer Period represent approximately 3.96% of all the shares and votes in Comptel (excluding the treasury shares held by Comptel). Together with the shares tendered during the actual offer period and otherwise acquired by the Offeror through market purchases, the shares acquired by the Offeror in connection with the Tender Offer represent approximately 96.88% of all the shares and votes in Comptel (excluding the treasury shares held by Comptel). In addition, approximately 7.09% of Comptels 2014 option rights have been tendered during the Subsequent Offer Period.

The Offeror will confirm and announce the final results of the Subsequent Offer Period and the final outcome of the Tender Offer after the Subsequent Offer Period on or about April 24, 2017. The offer consideration for the shares and option rights validly tendered during the Subsequent Offer Period will be paid to the shareholders and holders of option rights on or about April 27, 2017 in accordance with the payment procedures described in the terms and conditions of the Tender Offer. Furthermore, the Offeror has on April 7, 2017 filed an application with the Redemption Committee of the Finland Chamber of Commerce to initiate compulsory redemption proceedings for the remaining Comptel shares under the Finnish Limited Liability Companies Act.

The Offeror or Nokia Corporation may purchase further shares and option rights in Comptel also in public trading on Nasdaq Helsinki or otherwise at a price not exceeding the offer price of EUR 3.04 in cash per share and at a price not exceeding the offer price for the option rights as follows: EUR 2.56 in cash for each 2014A option right, EUR 2.16 in cash for each 2014B option right and EUR 1.53 in cash for each 2014C option right.

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About Nokia

Nokia is a global leader innovating the technologies at the heart of our connected world. Powered by the research and innovation of Nokia Bell Labs, we serve communications service providers, governments, large enterprises and consumers, with the industrys most complete, end-to-end portfolio of products, services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging applications in virtual reality and digital health, we are shaping the future of technology to transform the human experience. www.nokia.com

About Comptel

Life is digital moments. Comptel perfects these by transforming how you serve, meet and respond to the needs of Generation Cloud customers.

Our solutions allow you to innovate rich communications services instantly, master the orchestration of service and order flows, capture data-in-motion and refine your decision-making. We apply intelligence to reduce friction in your business.

Comptel has enabled the delivery of digital and communications services to more than 2 billion people. Every day, we care for more than 20% of all mobile usage data. Nearly 300 service providers across 90 countries have trusted us to perfect customers digital moments.

For more information, visit www.comptel.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its businesses are exposed to various risks and uncertainties and certain statements herein that are not historical facts are forward-looking statements, including, without limitation, those regarding: A) our ability to integrate Alcatel Lucent into our operations and achieve the targeted business plans and benefits, including targeted synergies in relation to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related to our strategies and growth management; C) expectations, plans or benefits related to future performance of our businesses; D) expectations, plans or benefits related to changes in organizational and operational structure; E) expectations regarding market developments, general economic conditions and structural changes; F) expectations and targets regarding financial performance, results, operating expenses, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins; G) timing of the deliveries of our products and services; H) expectations and targets regarding collaboration and partnering arrangements, joint ventures or the creation of joi

LINK:	http://www.nokia.com/en_int/news/releases/2017/04/20/preliminary-resul...
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