Nokia announces receipt of all required regulatory approvals to proceed with the filing of its public exchange offer for Alcatel-Lucent

Nokia Corporation

Stock Exchange Release

October 21, 2015 at 15:40 (CET 1)

Nokia announces receipt of all required regulatory approvals to proceed with the filing of its public exchange offer for Alcatel-Lucent

Espoo, Finland - Nokia announced today that it has satisfied all of the material conditions to the filing of its public exchange offer (Exchange Offer) for Alcatel-Lucent. This follows the decision by the French Ministry of Economy (MINEFI) to approve the proposed transaction today.

Todays approval by France moves Nokia an important step closer to joining with Alcatel-Lucent and creating a new leader in next generation technology and services for an IP connected world, said Nokia President and CEO, Rajeev Suri. I would like to thank French Minister of the Economy Emmanuel Macron and his team for the constructive engagement we have enjoyed throughout this process. We now look forward to providing our shareholders with the opportunity to approve the proposed transaction, and to giving Alcatel-Lucent shareholders and convertible bondholders the chance to exchange their securities for shares in Nokia. We firmly believe that this combination is a long-term value creation opportunity for both sets of investors and other stakeholders.

With such material regulatory approvals now received, Nokia intends to proceed with the filing of the Exchange Offer for Alcatel-Lucent securities. The Exchange Offer will comprise of a French public exchange offer (the French Offer) and a U.S. public exchange offer (the U.S. Offer). Once the Exchange Offer period opens, the proposed transaction will remain subject to approval by Nokia shareholders and the successful closing of the Exchange Offer. The initial Exchange Offer settlement date is expected to be in the first quarter of 2016.

As part of the Exchange Offer, consideration of 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for any dividend other than the previously paid Nokia dividend for 2014) will be offered in exchange for each ordinary share of Alcatel-Lucent (including ordinary shares of Alcatel-Lucent represented by American depositary shares) issued and outstanding and tendered into the Exchange Offer. An equivalent offer will be made for each outstanding class of Alcatel-Lucent OCEANEs (OCEANE 2018, OCEANE 2019 and OCEANE 2020).

The U.S. Offer will be made pursuant to a registration statement on Form F-4 filed initially with the Securities and Exchange Commission on August 14, 2015. The French Offer will be made pursuant to a separate French offer document that will be filed later with the Autorit des March s Financiers.

About Nokia

By focusing on the human possibilities of technology, Nokia embraces the connected world to help people thrive. Our three businesses are leaders in their fields: Nokia Networks provides broadband infrastructure, software and services; HERE provides mapping, navigation and location intelligence; and Nokia Technologies provides advanced technology development and licensing. www.nokia.com

About Alcatel-Lucent

Alcatel-Lucent is the leading IP networking, ultra-broadband access and cloud technology specialist. It is dedicated to making global communications more innovative, sustainable and accessible for people, businesses and governments worldwide. Its mission is to invent and deliver trusted networks to help its customers unleash their value. Every success has its network. For more information, visit Alcatel-Lucent on: http://www.alcatel-lucent.com, read the latest posts on the Alcatel-Lucent blog http://www.alcatel-lucent.com/blog and follow the Company on Twitter: http://twitter.com/Alcatel_Lucent.

MICROSITE DETAILS

Further information on the transaction can be found at: www.newconnectivity.com

MEDIA ENQUIRIES

Nokia

Communications

Tel. 358 (0) 10 448 4900

Email: press.services@nokia.com

Alcatel-Lucent Communications

Simon Poulter, simon.poulter@alcatel-lucent.com

Tel: 33 (0)1 55 14 10 06

Valerie La Gamba, valerie.la_gamba@alcatel-lucent.com

Tel: 33 (0)1 55 14 15 91

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 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 anticipate, should, likely, foresee, believe, estimate, expect, intend, continue, could, may, plan, project, predict, will and similar expressions. These forward-looking statements include statements relating to the expected timing of the filing, opening, closing and settlement of the proposed public exchange offers, satisfaction of conditions precedent, including stock exchange clearances and shareholder approvals and the value of the combined company. 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 forward-looking statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties include the ability of the parties to obtain the necessary stock exchange clearances to open the public exchange offers, and minimum tender acceptances and shareholder approvalto close and ultimately

LINK:	http://company.nokia.com/en/news/press-releases/2015/10/21/nokia-annou...
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