Nokia Solutions and Networks tender offer for all iued and outstanding shares and option rights in Comptel commences on February 7, 07

Nokia Corporation

Stock Exchange Release

February 23, 2017 at 15:00 (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.

Nokia Solutions and Networks tender offer for all issued and outstanding shares and option rights in Comptel commences on February 27, 2017

Espoo, Finland - Nokia Corporation (Nokia) and Comptel Corporation (Comptel) announced on February 9, 2017 that they had on February 8, 2017 entered into a transaction agreement under which Nokia, through its wholly-owned indirect subsidiary Nokia Solutions and Networks Oy (the Offeror), undertook to make a voluntary public cash tender offer to purchase all of the issued and outstanding shares and option rights in Comptel that are not owned by Comptel or any of its subsidiaries (the Tender Offer).

The Finnish Financial Supervisory Authority has today approved the tender offer document relating to the Tender Offer (the Tender Offer Document). The acceptance period under the Tender Offer will commence on February 27, 2017 at 9:30 a.m. Finnish time and expire on March 29, 2017 at 4:00 p.m. Finnish time (the Offer Period). The Offeror reserves the right to extend the Offer Period in accordance with the terms and conditions of the Tender Offer.

The price offered for each share validly tendered in the Tender Offer is EUR 3.04 in cash (the Share Offer Price). The price offered for option rights validly tendered in the Tender Offer is EUR 2.56 in cash for each 2014A option right, EUR 2.16 in cash for each 2014B option right, EUR 1.53 in cash for each 2014C option right, EUR 2.15 in cash for each 2015A option right and EUR 2.15 in cash for each 2015B option right (the Option Right Offer Price).

The Board of Directors of Comptel unanimously recommends that the holders of shares and option rights accept the Tender Offer. Shareholders representing approximately 48.3 percent of all the shares and votes in Comptel have subject to certain customary conditions irrevocably undertaken to accept the Tender Offer.

The Tender Offer Document will be available in Finnish from February 27, 2017 onwards at the branch offices of Nordea Bank AB (publ), Finnish Branch, at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland, and at Offerors headquarters at Karaportti 3, FI-02610 Espoo, Finland, and the electronic version of the Tender Offer Document will be available in Finnish from February 24, 2017 onwards online at www.nordea.fi/osakkeet, www.comptel.com/nokia-tender-offer and www.nokia.com/fi_fi/sijoittajat/yritysostot-ja-myynnit, and in English from February 24, 2017 onwards online at www.nordea.fi/equities, www.comptel.com/nokia-tender-offer and www.nokia.com/en_int/investors/acquisitions-divestments.

Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders register of Comptel maintained by Euroclear Finland Ltd. or are holders of Comptels option rights. Shareholders or holders of option rights who do not receive such notification from their account operator or asset manager can contact any branch office of Nordea Bank AB (publ), Finnish Branch where such shareholders or holders of option rights shall receive necessary information and can give their acceptance.

A shareholder or holder of option rights in Comptel whose holdings are registered in the name of a nominee and who wishes to accept the Tender Offer shall effect such acceptance in accordance with the nominees instructions.

As permitted under Finnish law, the Offeror may purchase shares and option rights in Comptel also on Nasdaq Helsinki or otherwise prior to the expiry of the Offer Period or any extended Offer Period, as the case may be, at a price not exceeding the Share Offer Price or the Option Right Option Price, as applicable.

The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1).

Media Enquiries:

Nokia

Communications

Phone: +358 (0) 10 448 4900

E-mail: press.services@nokia.com

Investor Enquiries

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Phone: +358 40 803 4080

E-mail: investor.relations@nokia.com

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 KON

LINK:	http://www.nokia.com/en_int/news/releases/2017/02/23/nokia-solutions-a...
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