Nokia reminds holders of Alcatel-Lucent securities at it may waive the minimum tender condition in accordance with U.S. regulatory requirements

Nokia Corporation

Stock Exchange Release

December 11, 2015 at 11:00 (CET+1)

Nokia reminds holders of Alcatel-Lucent securities that it may waive the minimum tender condition in accordance with U.S. regulatory requirements

Espoo, Finland - In order to comply with U.S. regulations, Nokia is required to remind holders of Alcatel-Lucent securities that it has the option, on the date of the announcement of the final results of the exchange offer and in its sole discretion, subject to the terms and conditions of the public exchange offer, to waive the minimum tender condition of the exchange offer to 50% of the Alcatel-Lucent share capital and voting rights (taking into account Alcatel-Lucent convertible bonds tendered into the exchange offer). The minimum tender condition is set at more than 50% of the Alcatel-Lucent shares on a fully diluted basis. Holders of Alcatel-Lucent securities are advised that they have the right to withdraw tendered Alcatel-Lucent securities immediately, if their willingness to tender would be affected by the option to exercise the waiver. Withdrawal rights of the holders of Alcatel Lucent ordinary shares and convertible bonds will terminate at the expiration date of the exchange offer (currently, 11:00AM New York time (5:00PM Paris time) on December 23, 2015) and withdrawal rights of the holders of Alcatel Lucent American depositary shares will terminate at the ADS tender deadline (currently, 5:00PM New York time on December 22, 2015).

This announcement does not constitute a reduction or waiver of the minimum tender condition at this time; nor does it indicate an intention by Nokia to exercise its option to waive the minimum tender condition in the future; nor does it indicate current acceptance levels of the exchange offer.

Nokia remains fully committed to its proposed combination with Alcatel-Lucent which is expected to create a global leader in next generation technology and services for an IP connected world. Nokia firmly believes that the proposed transaction is in the best interests of both Alcatel-Lucent and Nokia shareholders.

Documentation relating to the public exchange offer and the related listing of shares is available on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction/.

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

Media Enquiries

Nokia

Communications

Tel. +358 (0) 10 448 4900

Email: press.services@nokia.com

Investor Enquiries

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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 may, will, and similar expressions. These forward-looking statements include statements relating to: waiver of the minimum tender condition and timing of the availability of information concerning the minimum tender condition. 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 success of the exchange offer and timely compliance with the logistics of the exchange offer process in accordance with applicable regulations, 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, including the Risk Factors section of the Registration Statement (as defined below), Nokias and Alcatel Lucents most recent annual reports on Form 20-F, reports furnished on Form 6-K, and any other documents that Nokia or Alcatel Lucent have filed with the SEC. Any forward-looking statements made in this stock exchange release are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT ADDITIONAL INFORMATION

This stock exchange release relates to the public exchange offer by Nokia to exchange all of the ordinary shares, American depositary shares (ADSs) and convertible securities issued by Alcatel Lucent for new ordinary shares and ADSs of Nokia. This stock exchange release is for informational purposes only and does not constitute an offer to purchase or exchange, or a solicitation of an offer t

LINK:	http://company.nokia.com/en/news/press-releases/2015/12/11/nokia-remin...
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