Nokia reopens public exchange offer for outstanding Alcatel-Lucent securities

Nokia Corporation

Stock Exchange Release

January 14, 2016 at 09:00 (CET +1)

Nokia reopens public exchange offer for outstanding Alcatel-Lucent securities

Espoo, Finland - Nokia announced today that it has reopened its public exchange offer in France and in the United States (the Offer) for the outstanding Alcatel-Lucent ordinary shares, American Depositary Shares (ADSs) and OCEANE convertible bonds not tendered during the initial public exchange offer period.

Rajeev Suri, President and CEO of Nokia, said: We are delighted with the response so far of the great majority of Alcatel-Lucent investors, who have clearly recognised the value proposition of this combination. With the deal closed and the integration of the two companies moving forward from today, we firmly believe that it is in the best interests of any remaining Alcatel-Lucent securities holders to tender their shares, OCEANE convertible bonds or ADSs into the reopened Offer. This ensures they would benefit from our planned capital returns program for Nokia shareholders, as well as from the planned long-term value created through the combination.

In accordance with Article 232-4 of the AMF General Regulation, the offers in France and in the U.S. will be reopened from January 14, 2016 to February 3, 2016 and will provide an opportunity for holders of Alcatel-Lucent ordinary shares, ADSs and OCEANE convertible bonds who did not tender into the initial Offer, or missed the tender deadline, to participate in the reopened Offer and exchange their securities for shares or ADSs in Nokia.

This follows the settlement of the initial Offer period, after which Nokia holds 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel-Lucent, 89.14% of the 2018 OCEANE convertible bonds outstanding, 24.34% of the 2019 OCEANE convertible bonds outstanding, and 15.11% of the 2020 OCEANE convertible bonds outstanding. Assuming conversion of the OCEANEs tendered into the Offer at the improved conversion ratio, Nokia would hold 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 on January 5, 2016.

The reopened Offer will close on February 3, 2016. The deadline for tendering Alcatel-Lucent shares and OCEANE convertible bonds into the reopened Offer is 5:30 PM Paris time (11:30 AM New York City time) on February 3, 2016. The deadline for tendering Alcatel-Lucent ADSs into the U.S. offer is 5:00 PM New York City time on February 2, 2016. The AMF will publish the results of the reopened Offer on February 10, 2016.

The reopened Offer will be conducted on the same terms as the initial Offer, but the Alcatel-Lucent securities validly tendered during the reopened Offer will not be permitted to be withdrawn and will be accepted without any minimum tender condition.

Any Alcatel-Lucent shares, Alcatel-Lucent ADSs or OCEANE convertible bonds not tendered into the reopened Offer will remain outstanding. After completion of the reopened Offer, Nokia intends to delist Alcatel-Lucents ADSs from the New York Stock Exchange and, subject to applicable law, deregister Alcatel-Lucents ADSs under U.S. securities laws, meaning Alcatel-Lucents ADSs would not be tradable on any regulated securities exchange and much less information would be available about the company following delisting and deregistration.

As previously announced and subject to Nokia shareholder approval, Nokia plans to execute a EUR 7 billion program to optimize its capital structure and return excess capital to Nokia shareholders. This program is planned to include approximately EUR 4 billion in distributions to Nokia shareholders. Nokia has no plans to provide capital returns to remaining holders of Alcatel-Lucent securities.

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. Such squeeze-out must be implemented within 3 months of the closing of the reopened Offer and will be subject to a clearance decision of the AMF.

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

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

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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 stateme

LINK:	http://company.nokia.com/en/news/press-releases/2016/01/14/nokia-reope...
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