Nokia - Company Announcement

Nokia Board of Directors convenes Extraordinary General Meeting and reiterates unanimous recommendation to the shareholders to vote in favor of the proposals made to the Extraordinary General Meeting

Nokia Corporation
Stock Exchange Release
October 22, 2015 at 16.30 (CET +1)

Nokia Board of Directors convenes Extraordinary General Meeting and reiterates
unanimous recommendation to the shareholders to vote in favor of the proposals
made to the Extraordinary General Meeting

Espoo, Finland - Nokia announced today, following the receipt of all required
regulatory approvals for the planned combination of Nokia and Alcatel-Lucent,
that the Nokia Board of Directors has resolved to convene an Extraordinary
General Meeting to be held on December 2, 2015. The Board and its Corporate
Governance and Nomination Committee submit the following proposals to the
Extraordinary General Meeting:


  * Proposal to authorize the Board of Directors to resolve to issue shares in
    order to implement the combination of Nokia and Alcatel-Lucent;
  * Proposal to amend the Articles of Association of the company; and
  * Proposal for changes to the composition of the Board of Directors.

The Board of Directors reiterates its approval of the transaction with Alcatel-
Lucent and its unanimous recommendation to the Nokia shareholders to vote in
favor of all of the above proposals made to the Extraordinary General Meeting.

Proposal to authorize the Board of Directors to resolve to issue shares in order
to implement the combination of Nokia and Alcatel-Lucent

The Board of Directors proposes to the Extraordinary General Meeting that the
Extraordinary General Meeting authorize the Board 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. The Board proposes the authorization in order to
issue Nokia shares to the holders of Alcatel-Lucent shares, American Depositary
Shares and convertible bonds, and beneficiaries of Alcatel-Lucent employee
equity compensation arrangements, for the purpose of implementing the planned
combination of Nokia and Alcatel-Lucent.

The Board proposes that the authorization includes the right for the Board to
resolve on all other terms and conditions of the issuance of shares. The
authorization thereby includes the right for issuance in deviation from the
shareholders' pre-emptive right to subscription within the limits set by law.
The Board proposes that the authorization be effective until December 2, 2020.

Proposal to amend the Articles of Association of the company

The Board of Directors proposes to the Extraordinary General Meeting that the
Articles of Association of Nokia be amended in order to enable the
implementation of the changes to the composition of the Board in connection with
the planned combination of Nokia and Alcatel-Lucent as well as to streamline the
company's Articles of Association. The Board proposes that the Articles 2, 4 and
9 of the Articles of Association be amended as set forth in the Appendix 1 to
this release.

Proposal for changes to the composition of the Board of Directors

Subject to the approval of the proposal to authorize the Board of Directors to
issue shares in order to implement the planned combination of Nokia and Alcatel-
Lucent, and the approval of the proposal to amend the Article of Association,
the Board's Corporate Governance and Nomination Committee proposes to the
Extraordinary General Meeting that the number of members of the Board of
Directors be increased from the current eight (8) members to ten (10) members
and that Louis R. Hughes, Jean C. Monty and Olivier Piou be elected as new
members of the Board of Directors of Nokia, subject to and following the
completion of the exchange offers in the context of the planned combination with
Alcatel-Lucent. Elizabeth Doherty will step down from the Nokia Board of
Directors subject to and following the completion of the exchange offers.

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 completion of the exchange offers that Olivier Piou be elected as the
new Vice Chairman of the Board of Directors, subject to his election to the
Board. Risto Siilasmaa will continue as the Chairman of the Board of Directors.

The Corporate Governance and Nomination Committee further proposes to the
Extraordinary General Meeting that the new members of the Board of Directors
elected at the Extraordinary General Meeting receive the same annual
remuneration as is paid to the members of the Board of Directors elected at the
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.

Additional information on the Board member candidates will be available in the
Committee proposal, which will be published simultaneously with the notice to
the Extraordinary General Meeting. The notice to the Extraordinary General
Meeting, complete proposals by the Board and its Corporate Governance and
Nomination Committee to the Extraordinary General Meeting and proxy materials
related to Extraordinary General Meeting are scheduled to be published on
Nokia's website at www.nokia.com/gm on October 26, 2015.

APPENDIX 1

The Board of Directors proposes that the Articles 2, 4 and 9 of the Articles of
Association of the company be amended as follows:

Article 2 of the Articles of Association be amended to read as follows:
Article 2 - Object
The object of the company is to research, develop, manufacture, market, sell and
deliver products, software and services in a wide range of consumer and
business-to-business markets. These products, software and services relate to,
among others, network infrastructure for telecommunication operators and other
enterprises, the internet of things, human health and well-being, multi-media,
big data and analytics, mobile devices and consumer wearables and other
electronics. The company may also create, acquire and license intellectual
property and software as well as engage in other industrial and commercial
operations, including securities trading and other investment activities. The
company may carry on its business operations directly, through subsidiary
companies, affiliate companies and joint ventures.

Article 4 of the Articles of Association be amended to read as follows:
Article 4 - Board of Directors
The company shall have a Board of Directors comprising a minimum of seven and a
maximum of twelve members.
The term of a Board member shall begin at the closing of the General Meeting at
which he or she was elected, or later as resolved by the General Meeting, and
expire at the closing of the following Annual General Meeting.
The Board of Directors shall elect its Chairman and Vice Chairman for the term
of the Board of Directors, or for another term resolved by the Board of
Directors.
The Board of Directors shall establish its rules of procedure.

Article 9 of the Articles of Association be amended to read as follows:
Article 9 - General Meeting
The Annual General Meeting shall be held at the latest on June 30 as determined
by the Board of Directors. General Meetings shall be held in Helsinki, Espoo or
Vantaa.


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 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 "propose,""expect,""plan,""will" and similar
expressions. These forward-looking statements include statements relating to the
approval of corporate resolutions and related matters by Nokia's shareholders.
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 decisions of Nokia's shareholders to either approve or
reject the proposed transaction, the approval which is a condition precedent to
the closing of Nokia's proposed public exchange offer for all of the ordinary
shares, American Depositary Shares ("ADSs") and convertible securities issued by
Alcatel Lucent.

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 U.S.
Securities and Exchange Commission ("SEC"). Any forward-looking statements made
in this 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 release relates to the proposed 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 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 or the Preliminary
Prospectus / Offer to Exchange included in the Registration Statement on Form F-
4 (the "Registration Statement"), a preliminary draft of which was filed by
Nokia with the SEC on August 14, 2015, the Solicitation / Recommendation
Statement on Schedule 14D-9 to be filed by Alcatel-Lucent with the SEC, the
listing prospectus of Nokia to be filed by Nokia with the Finnish Financial
Supervisory Authority or the offer document (note d'information) to be filed by
Nokia with, and which will be subject to the review of, the French Autorité des
marchés financiers ("AMF") or the response document (note en réponse) to be
filed by Alcatel-Lucent with the AMF (including the letter 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 proposed exchange offer will
be made only through the Exchange Offer Documents.

The making of the proposed 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. Other than the preliminary draft of the Registration Statement, the
Exchange Offer Documents have not yet been filed with appropriate regulators,
including the SEC. The tender 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 OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.

The information contained in this 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, including the
preliminary Registration Statement, are or will be available free of charge at
the SEC's website (www.sec.gov).

Once the public exchange offer has been filed by Nokia and approved by the AMF,
Nokia's offer document (note d'information) and Alcatel-Lucent's response
document (note en réponse), containing detailed information with regard to the
exchange offer, will be available on the websites of the AMF (www.amf-
france.org), Nokia (www.nokia.com) and Alcatel-Lucent (www.alcatel-lucent.com).

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.
http://company.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

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