Nokia iues shares to the holders of Alcatel-Lucent securities

Nokia Corporation

Stock Exchange Release

January 6, 2016 at 13:00 (CET +1)

Nokia issues shares to the holders of Alcatel-Lucent securities

Espoo, Finland - Nokia announced today that it has issued 1 455 678 563 new shares (Shares, each a Share) in deviation from shareholders pre-emptive right to subscription based on an authorization by the Extraordinary General Meeting held on December 2, 2015 (the EGM authorization). The Shares have been issued in exchange for the Alcatel-Lucent ordinary shares, American Depositary Shares (ADSs) as well as the 2018 OCEANE, 2019 OCEANE and 2020 OCEANE convertible bonds (Alcatel-Lucent shares, ADSs and convertible bonds together Alcatel-Lucent Securities) which have been tendered into Nokias public exchange offers in France and the United States (together the Offers) in accordance with the terms and conditions of the Offers. As announced by the French stock market authority, Autorit des March s Financiers (the AMF), on January 5, 2016, 2 052 812 101 Alcatel-Lucent ordinary shares, 264 183 778 Alcatel-Lucent ADSs (representing an equal amount of Alcatel-Lucent shares), 206 784 349 Alcatel-Lucent 2018 OCEANE convertible bonds, 37 880 652 Alcatel-Lucent 2019 OCEANE convertible bonds, and 16 138 206 Alcatel-Lucent 2020 OCEANE convertible bonds were tendered into the Offers.

The Shares will be paid by contribution in kind with Alcatel-Lucent Securities that have been tendered into the Offers. The subscription price, EUR 9 512 804 226.24 in aggregate, is based on the closing price of Nokias shares on Nasdaq Helsinki on January 4, 2016 and will be recorded in Nokias fund for invested non-restricted equity and, consequently, Nokias share capital will remain unchanged at EUR 245 896 461.96.

Nokia expects to register the Shares with the Finnish Trade Register on January 7, 2016. After the registration the total number of Nokias shares will equal 5 448 542 279. The Shares will carry the right to dividends and all other shareholder rights as of the registration date. The trading in the Shares is expected to commence on Nasdaq Helsinki and Euronext Paris as of January 8, 2016 and the trading in the new Nokia ADSs representing the Shares to commence on the New York Stock Exchange (the NYSE) as of January 8, 2016. The delivery by Euronext Paris of the new Nokia Shares to the relevant financial intermediaries of Alcatel-Lucent security holders is expected on January 8, 2016 and the new Nokia ADSs are expected to be registered in the name of the former registered Alcatel-Lucent ADS holders on January 7, 2016.

In accordance with Article 232-4 of the AMF General Regulation, the Offers will be reopened and the Board of Directors of Nokia has also resolved, based on the EGM authorization, to issue a maximum of 644 321 000 new shares in exchange for the Alcatel-Lucent Securities which are tendered into the reopened Offers in accordance with the terms and conditions of the Offers. The new shares will be paid by contribution in kind with the Alcatel-Lucent Securities that are tendered into the reopened Offers. The exchange ratios and, apart from timing, the other terms and conditions of the issuance of shares in the context of the reopened Offers will remain the same as for the initial Offers. On the basis of the indicative timetable of the Offer contained in Nokias French Offer document, the reopened Offers should commence on January 14, 2016 and close on February 3, 2016, subject to the publication by the AMF of its notice relating to the reopening of the French Offer. Nokia will confirm and publish the final number of new shares to be issued in connection with the reopened Offers based on the results of the reopened Offers, which are expected to be published by the AMF on or about February 8, 2016.

Nokia expects to register the new shares to be issued in connection with the reopened Offers with the Finnish Trade Register on or about February 12, 2016. These shares will carry the right to dividends and all other shareholder rights as of the registration date. Nokia expects the trading in the new shares to be issued in connection with the reopened Offers to commence on Nasdaq Helsinki and Euronext Paris on or about February 15, 2016 and the trading in the new Nokia ADSs representing the shares to commence on the NYSE on or about February 15, 2016. The detailed terms and conditions of the share issue will be available on the combined company microsite at www.newconnectivity.com before the opening of the reopened Offers.

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

ENQUIRIES

Media Enquiries:

Nokia

Communications

Tel. +358 (0) 10 448 4900

Email: press.services@nokia.com

Investor Enquiries:

Nokia

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Tel. +358 4080 3 4080

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 current expectations and views of future events and developments. Some of these forward-looking statements can be identified by terms and phrases such as anticipate, expect, will and similar expressions. These forward-looking statements include statements relating to: the issuance and rights of new Nokia shares; the subscription price of the new Nokia shares; the registration of the new Nok

LINK:	http://company.nokia.com/en/news/press-releases/2016/01/06/nokia-issue...
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