Nokia - Company Announcement

Nokia and China Huaxin sign memorandum of understanding to create new joint venture combining Nokia China and Alcatel-Lucent Shanghai Bell

Nokia Corporation
Stock Exchange Release
August 28, 2015 at 13:15 (CET +1)

Nokia and China Huaxin sign memorandum of understanding to create new joint
venture combining Nokia China and Alcatel-Lucent Shanghai Bell

Beijing, China - Nokia and China Huaxin Post & Telecommunication Economy
Development Center ("China Huaxin") have signed a memorandum of understanding
("MoU") today confirming their intention to combine Nokia's telecommunications
infrastructure businesses in China ("Nokia China") and Alcatel-Lucent Shanghai
Bell ("ASB") into a new joint venture. As agreed under the MoU, Nokia expects to
hold 50% plus one share in the new joint venture, with China Huaxin holding the
remaining shares. Fair value compensation would be received for the contribution
of relevant assets to the joint venture.

The new joint venture is conditional on and would be formed after the closing of
Nokia's planned combination with Alcatel-Lucent, at which point Nokia would own
50% plus one share of ASB. The new joint venture is expected to be a strong
national asset based in China capable of delivering value for both parties.
Nokia China and ASB are leaders in the Chinese telecommunications infrastructure
market and both are long-standing contributors to the development of China and
innovation in the country.

The new joint venture is planned to operate under the English name of Nokia
Shanghai Bell and would be registered in the China (Shanghai) Pilot Free Trade
Zone. The new joint venture would have one board of directors, one management
team, unified customer and business functions, and one integrated product
portfolio and R&D platform.

Rajeev Suri, President and CEO of Nokia Corporation, said: "Today's agreement
demonstrates Nokia's deep commitment to China. Together with China Huaxin, Nokia
will be in an excellent position to support strategic initiatives of the Chinese
government such as "Internet Plus" and provide a strong link between Europe and
China. We look forward to joining with China Huaxin and ASB to drive innovation
for customers in China and to help accelerate the country's shift to an
innovation-driven economy. With this MoU now in place, we will also work closely
with our new partners to make the case for swift approval of the proposed
combination between Nokia and Alcatel-Lucent by the appropriate Chinese
authorities."

Yuan Xin, Chairman, China Huaxin, said: "We are pleased to have signed this
agreement with Nokia, and firmly believe the proposed combination would
reinforce our companies' presence in China. By bringing these two entities
together, the new company would possess greater capacity for innovation and
outstanding R&D capabilities, delivering benefits to our customers and
shareholders alike."

As agreed in the MoU, Nokia and China Huaxin will negotiate the final terms of
how the new joint venture would be created. A deadlock mechanism exists within
the MoU to ensure final agreement is reached between Nokia and China Huaxin
regarding the terms of transfer and valuation of all relevant assets. This
mechanism would deliver a resolution if definitive agreement has not been
reached within nine months after completion of Nokia's proposed combination with
Alcatel-Lucent.

Until the closing of the proposed combination between Nokia and Alcatel-Lucent,
Nokia China and ASB will continue to operate as two independent companies.

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://www.nokia.com

About Huaxin
China Huaxin Post & Telecommunication Economy Development Center ("China
Huaxin") is an industrial investment company that seeks long-term commercial
growth opportunities in the Information and Communications Technologies (ICT)
sector. China Huaxin has extensive global operations and international
investment experience. China Huaxin aspires to be a competitive global industry
holding group that creates long-term value for its stakeholders and for society
as a whole by nurturing and advancing technology innovation in the Information
Industry.

About Nokia China
Nokia China provides telecom infrastructure software, hardware and services to
leading mobile operators in China. It has four R&D innovation hubs, two
manufacturing facilities and one service delivery center, as well as offices
across the country. In 2014, Nokia received the People's Republic of China
Friendship Award and the Marco Polo Award.

About Alcatel-Lucent Shanghai Bell
Alcatel-Lucent Shanghai Bell (ASB) provides end-to-end telecommunication
solutions and high-quality services to customers in China and worldwide. It has
a 30-year history in China and represents the first foreign investment joint
venture in China's high-tech sector. ASB's extensive sales and service networks
cover all the provinces of China and more than 50 countries worldwide. ASB also
hosts an Alcatel-Lucent University campus in its Shanghai location.
http://www.alcatel-sbell.com.cn


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 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 transaction between Nokia and Huaxin, the
structure and the terms of such transaction, the expected timing of such
transaction, the timing of closing of the proposed transaction between Nokia and
Alcatel Lucent and satisfaction of the related conditions precedent, including
regulatory conditions. 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 Nokia and Huaxin to reach an agreement on
definitive documentation with respect to a new joint venture, their ability to
combine ASB and Nokia China, the ability of Nokia and Alcatel Lucent to obtain
the necessary regulatory approvals and consummate the pending transaction
between these companies.

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 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 common stock and convertible securities issued by Alcatel-Lucent for new
ordinary shares 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, all of common stock and 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 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, are or will be
available free of charge at the SEC's website (http://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's response document
(note en réponse), containing detailed information with regard to the exchange
offer, will be available on the websites of the AMF (http://www.amf-france.org),
Nokia (http://www.nokia.com/) and Alcatel-Lucent (http://www.alcatel-
lucent.com).

Media Enquiries

Nokia China
Ada Wang
Tel.:  +86 10 58965204
Email: ada.y.wang@nokia.com

Nokia Communications
Tel.: +358 (0) 10 448 4900
Email: press.services@nokia.com

Brunswick Group, China
Tel.: +86 10 59608637
Email: mediacn@brunswickgroup.com

Brunswick Group, London
Tel.: +44207 404 5959

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