Nokia - Decisions of extraordinary general meeting

Nokia shareholders approve all resolutions at Extraordinary General Meeting

Nokia Corporation
Stock Exchange Release
December 2, 2015 at 18:20 (CET +1)

Nokia shareholders approve all resolutions at Extraordinary General Meeting

Espoo, Finland - Shareholders in Nokia Corporation today overwhelmingly
expressed their support for the proposed acquisition of Alcatel-Lucent, by
adopting all resolutions set forth in an Extraordinary General Meeting ("EGM")
concerning an authorization to issue shares and changes to the Articles of
Association and composition of the Board of Directors. This follows the earlier-
than-expected receipt of all regulatory approvals required to proceed with the
proposed transaction and the launch of the French and U.S. public exchange
offers for Alcatel-Lucent securities (the "Exchange Offers"). The planned
transaction is expected to close in the first quarter of 2016 and is subject
only to the satisfaction of the minimum tender condition or, if this condition
is waived by Nokia, the crossing of the mandatory minimum acceptance threshold.

Risto Siilasmaa, Chairman of the Nokia Board of Directors, commented: "Nokia's
shareholders have today shown the full extent of their support for our proposed
combination with Alcatel-Lucent. By ratifying the transaction in such great
numbers, they have endorsed our strongly-held belief that the combined company
will be better positioned to compete as a world leader in network technologies
over the long-term."

Rajeev Suri, President and CEO of Nokia Corporation, said: "We are delighted
that the vast majority of Nokia's shareholders recognize the long-term value
creation opportunity that this proposed combination represents. We now encourage
Alcatel-Lucent shareholders and convertible bondholders to help realize this
potential by tendering their securities into the public exchange offer. By doing
so, they would play an important role in helping to create a new leader in next
generation technology and services for an IP connected world."

The following resolutions were adopted at today's Extraordinary General Meeting:

Authorization to the Board of Directors to resolve to issue shares

The EGM resolved to authorize the Nokia Board of Directors to resolve to issue
in total a maximum of 2 100 million shares in one or more issues during the
effective period of the authorization for the purposes of implementing the
planned combination of Nokia and Alcatel-Lucent. No vote was requested at the
EGM, but based on participation at the EGM, votes cast in advance and voting
instructions received from nominee registered shareholders, shareholders showed
their strong support with 99.49% of the votes represented at the EGM in favor of
the proposal.

Pursuant to the authorization, the Board of Directors may issue Nokia shares to
the holders of shares, American depositary shares and convertible bonds of
Alcatel-Lucent as well as to beneficiaries of Alcatel-Lucent employee equity
compensation arrangements in each case for the purpose of implementing the
planned transaction or otherwise to effect the planned combination of Nokia and
Alcatel-Lucent. The authorization includes the right for the Board of Directors
to resolve on all other terms and conditions of the issuance of shares,
including the right for issuance in deviation from the shareholders' pre-emptive
rights within the limits set by law. The authorization is effective until
December 2, 2020. The authorization does not terminate the authorization for
issuance of shares and special rights entitling to shares granted to the Board
of Directors by the Annual General Meeting held on May 5, 2015.

Resolutions on the amendment of the Articles of Association and changes to the
composition of the Board of Directors

The EGM resolved, in accordance with the proposal by the Board of Directors, to
amend articles 2, 4 and 9 of the Articles of Association of Nokia, including the
object of the company as well as certain provisions related to the Board of
Directors and General Meeting venue.

The EGM resolved, in accordance with the proposal by the Corporate Governance
and Nomination Committee, to increase the number of members of the Board of
Directors to ten (10) members and to elect Louis R. Hughes, Jean C. Monty and
Olivier Piou as new members of the Board of Directors of Nokia subject to and
following the successful completion of the Exchange Offers and subject to the
registration of the amendment of the Articles of Association. Elizabeth Doherty,
who is currently a member of the Board of Directors, has informed the Corporate
Governance and Nomination Committee that she will step down from the Board of
Directors subject to and following the successful completion of the Exchange
Offers.

The above changes would become effective upon completion of the Exchange Offers,
and thus, the term of the new members would begin on the day immediately
following the date of settlement and delivery of the Nokia shares to the holders
of Alcatel-Lucent securities after the first offer period and expire on the
closing of the Nokia Annual General Meeting in 2016. The new members of the
Board of Directors elected at the EGM would receive the same annual remuneration
as is paid to the members of the Board of Directors elected at the Nokia Annual
General Meeting on May 5, 2015, prorated by the new Board members' time in
service until the closing of the Annual General Meeting in 2016.

The Corporate Governance and Nomination Committee will propose to the Board of
Directors at the assembly meeting of the new Board of Directors taking place
after the successful completion of the Exchange Offers that Olivier Piou be
elected as the new Vice Chairman of the Board of Directors. Risto Siilasmaa will
continue as the Chairman of the Board of Directors.

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

Media Enquiries:

Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@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
Nokia's and Alcatel-Lucent's 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", "would" and similar expressions.
These forward-looking statements include statements relating to: the expected
closing of the transaction; expected term of the new directors; compensation of
the new directors; the expected proposal for the role of vice chairman of the
Board of Directors, the expected chairman of the Board of Directors and
statements by Mr. Siilasmaa and Mr. Suri. 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: the success of the exchange offer; the
performance of the global economy; and the impact on the combined company (after
giving effect to the proposed transaction with Alcatel-Lucent) of any of the
foregoing risks or forward-looking statements, as well as other risk factors
listed from time to time in Nokia's and Alcatel-Lucent's filings with 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 the Risk Factors
section of the Registration Statement (as defined below), Nokia's and Alcatel-
Lucent's 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.
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 the public exchange offer by Nokia to
exchange all of the ordinary shares, American depositary 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 each filed with the SEC, the listing prospectus and
listing prospectus supplement of Nokia filed with the Finnish Financial
Supervisory Authority or Nokia's offer document (note d'information) and
Alcatel-Lucent's response document (note en réponse) filed with the Autorité des
marchés financiers ("AMF") on October 29, 2015 and which received the visa of
the AMF on November 12, 2015 (including the letters of transmittal and related
documents and as amended and supplemented from time to time, the "Exchange Offer
Documents"). No offering of securities shall be made in the United States except
by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933. The exchange offer is being made only through the
Exchange Offer Documents.

The making of the exchange offer to specific persons who are residents in or
nationals or citizens of jurisdictions outside France or the United States or to
custodians, nominees or trustees of such persons (the "Excluded Shareholders")
may be made only in accordance with the laws of the relevant jurisdiction. It is
the responsibility of the Excluded Shareholders wishing to accept an exchange
offer to inform themselves of and ensure compliance with the laws of their
respective jurisdictions in relation to the proposed exchange offer. The
exchange offer will be made only through the Exchange Offer Documents.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS
AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL-LUCENT HAS FILED OR MAY
FILE WITH THE SEC, AMF, NASDAQ HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PROPOSED EXCHANGE OFFER.

The information contained in this stock exchange release must not be published,
released or distributed, directly or indirectly, in any jurisdiction where the
publication, release or distribution of such information is restricted by laws
or regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Nokia and Alcatel-Lucent do not accept
any responsibility for any violation by any person of any such restrictions.

The Exchange Offer Documents and other documents referred to above, if filed or
furnished by Nokia or Alcatel-Lucent with the SEC, as applicable, are available
free of charge at the SEC's website (www.sec.gov).

Nokia's offer document (note d'information) and Alcatel-Lucent's response
document (note en réponse), which received visa No. 15-573 and No. 15-574
respectively from the AMF, containing detailed information with regard to the
exchange offer, are available on the websites of the AMF (www.amf-france.org),
Nokia (www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).


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