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

Nokia Corporation

Stock Exchange Release

March 30, 2017 at 16:00 (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 Nokia Solutions and Networks tender offer for all the shares and option rights of Comptel

Espoo, Finland - The 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) expired on March 29, 2017.

According to the preliminary results of the Tender Offer, the shares tendered in the Tender Offer represent approximately 88.39% of all the shares and votes in Comptel (excluding the treasury shares held by Comptel) and approximately 83.30% of all the shares and votes of Comptel on a fully diluted basis as defined in the terms and conditions of the Tender Offer. In total, approximately 75.31% of Comptels 2014 option rights and all of Comptels 2015 option rights have been tendered in the Tender Offer.

According to the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to more than 90% of all the shares in Comptel, together with any other Comptel shares acquired by the Offeror or Nokia Corporation, on a fully diluted basis, having been tendered in the Tender Offer (the Minimum Acceptance Condition). In light of the preliminary results, the Offeror intends to waive the Minimum Acceptance Condition provided that the final results of the Tender Offer confirm the preliminary results. If the Minimum Acceptance Condition is waived and all other conditions to completion are satisfied, the Offeror will complete the Tender Offer in accordance with its terms and conditions.

We are very pleased with the preliminary results announced today, which show strong support from Comptel shareholders for the rationale underpinning the planned acquisition and the long-term vision shared by both companies. We look forward to completing this offer in the coming days, and taking the next steps to finalize the transaction, said Nokia Chief Financial Officer Kristian Pullola.

The Offeror will confirm and announce the final results of the Tender Offer on or about April 3, 2017 and at the same time confirm whether the Tender Offer will be completed. In connection with the announcement of the final results, and provided that the Tender Offer will be completed, the Offeror intends to extend the offer period by a subsequent offer period, as referred to in the terms and conditions of the Tender Offer.

The Offeror or Nokia Corporation may now purchase 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 condi

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