Nokia announces at the offer period of its public buy-out offer for Alcatel-Lucent securities has now closed

Nokia Corporation

Stock Exchange Release

October 31, 2016 at 18:45 (CET +1)

Nokia announces that the offer period of its public buy-out offer for Alcatel-Lucent securities has now closed

Espoo, Finland - The offer period in Nokias public buy-out offer for Alcatel-Lucent remaining shares (the Shares), bonds convertible into new or exchangeable for existing Shares due on January 30, 2019 (the 2019 OCEANEs), and bonds convertible into new or exchangeable for existing Shares due on January 30, 2020 (the 2020 OCEANEs, and together with the 2019 OCEANEs, the OCEANEs) (the Public Buy-Out Offer) has now closed. Accordingly, holders of Alcatel-Lucent Shares and OCEANEs may no longer tender their securities into the Public Buy-Out Offer.

The results of the Public Buy-Out Offer will be published by the French stock market authority (Autorit des march s financiers, AMF), on November 2, 2016, which is also the date on which the squeeze-out of all Alcatel-Lucent Shares and OCEANEs not tendered into the Public Buy-Out Offer will occur (the Squeeze-Out, and together with the Public Buy-Out Offer, the Offer), in accordance with the AMF general regulation. In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred to Nokia for the same consideration as the consideration of the Public Buy-Out Offer, i.e., EUR 3.50 per Alcatel-Lucent Share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE, net of all costs.

The documentation relating to the Offer, which includes Nokia and Alcatel-Lucents joint offer document (note dinformation conjointe) and Nokias and Alcatel-Lucents respective other information documents, is available on the AMF website (www.amf-france.org), on Nokias website (http://company.nokia.com/en/investors/financial-reports/filings-related-...), and on Alcatel-Lucents website (www5.alcatel-lucent.com).

Media Enquiries:

Nokia

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Tel. +358 (0) 10 448 4900

Email: press.services@nokia.com

Investor Enquiries:

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Email: investor.relations@nokia.com

About Nokia

Nokia is a global leader in the technologies that connect people and things. Powered by the innovation of Nokia 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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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 current expectations and views of future events and developments. Some of these forward-looking statements can be identified by terms and phrases such as expect, will and similar expressions. These forward-looking statements include statements relating to: the expected date of announcement of the results by the AMF, the implementation date of the Squeeze-Out, and consideration offered in the Squeeze-Out. 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: AMFs regulation of the Offer as well as other risk factors listed from time to time in Nokias and Alcatel-Lucents filings with (or documents furnished to) 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 Nokias and Alcatel-Lucents most recent annual reports on Form 20-F, reports furnished on Form 6-K, the tender offer notification furnished on Form CB, and any other documents that Nokia or Alcatel-Lucent have filed with (or furnished to) 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 Nokias Public Buy-Out Offer followed by a Squeeze-Out for all of the ordinary shares and OCEANE convertible bonds of Alcatel-Lucent. 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 or OCEANE convertible bonds of Alcatel-Lucent, nor is it a substitute for Nokia and Alcatel-Lucents joint offer document (note dinformation conjointe) filed by Nokia with, and which received visa No. 16-438 from the AMF on September 20, 2016 (as amended and supplemented from time to time, the Offer Document). The Public Buy-Out Offer followed by a

LINK:	http://company.nokia.com/en/news/press-releases/2016/10/31/nokia-annou...
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