Nokia has supplemented its listing prospectus relating to the combination with Alcatel-Lucent

Nokia Corporation

Stock Exchange Release

February 2, 2016 at 10:15 (CET +1)

Nokia has supplemented its listing prospectus relating to the combination with Alcatel-Lucent

Espoo, Finland - Nokia announced today that it has supplemented its English language listing prospectus dated October 23, 2015 relating to the combination with Alcatel-Lucent (together with the first supplement of the listing prospectus dated November 16, 2015, the Listing Prospectus). The Listing Prospectus will be used for the listing on Nasdaq Helsinki and Euronext Paris of the new shares to be issued as consideration to Alcatel-Lucent security holders and in connection with the reopened public exchange offer for Alcatel-Lucent securities in France.

The Finnish Financial Supervisory Authority has on February 2, 2016 approved a supplement to the Listing Prospectus (Supplement) containing certain updates based on announcements and developments that have taken place after the approval of the Listing Prospectus and its first supplement on November 16, 2015, such as, among others, the resolution of the Extraordinary General Meeting of Nokia shareholders on December 2, 2015, to approve the share issue authorization and other resolutions relating to the combination of Nokia and Alcatel-Lucent, the completion of the sale of Nokias HERE business, the results of the initial offer period and related issuance of new shares to Alcatel-Lucent security holders, the timing of the reopened offer, the composition of Nokias Board of Directors and Group Leadership Team as well as the arbitral award in patent license arbitration with Samsung and its financial impact for Nokia Technologies.

The Supplement will be notified by the Finnish Financial Supervisory Authority to the French stock market authority Autorit des March s Financiers in accordance with the EU Prospectus Directive.

The Supplement has been attached to this stock exchange release and will, together with the Listing Prospectus and its first supplement, be available on Nokias website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction as of February 2, 2016. The Supplement will also be available at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, and at the head office of Nokia at Karaportti 3, FI-02610 Espoo, Finland, as of February 3, 2016.

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

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Email: press.services@nokia.com

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 statements can be identified by terms and phrases such as will, to be, and similar expressions. These forward-looking statements include statements relating to: the use of the Listing Prospectus and its notification to the AMF (as defined below). 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: Nokias ability to comply with the relevant securities regulations, as well as other risk factors listed from time to time in Nokias filings with the U.S. Securities and Exchange Commission (the SEC) and the French Autorit des march s financiers (the AMF).

The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including the Risk Factors section of Nokias 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 or the AMF. 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, Nokias businesses 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, 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 to sell or exchange, any ordinary shares, ADSs or convertible securities of Alcatel Lucent, nor is it a substitute for the Tender Offer Statement on Schedule TO; the Registration Statement on Form F-4 (the Registration Statement) (Registration No. 333- 206365) or the Solicitation / Recommendation Statement on Schedule 14D-9 ea

LINK:	http://company.nokia.com/en/news/press-releases/2016/02/02/nokia-has-s...
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