Comptel - Tender offer

Comptel Corporation: Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act

Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act

Comptel Oyj
Stock Exchange Release
April 4, 2017 at 5.25 p.m. EET

Disclosure under Chapter 9, Section 10 of the Finnish Securities Markets Act

Comptel  Oyj  ("Comptel"  or  the  "Company")  has  on  April 4, 2017 received a
notification  in accordance with Chapter  9, Section 5 of the Finnish Securities
Markets Act ("SMA") from Nokia Corporation.

According  to the  notification, the  total number  of Comptel shares and voting
rights  owned through shares  and option rights  by Nokia Solutions and Networks
Oy,  a wholly-owned indirect subsidiary of Nokia Corporation, was 97.47 per cent
of  Comptel's  total  number  of  shares  and  voting  rights on April 4, 2017.
According  to the notification  the notified ownership  percentages presented in
the  notification have  been calculated  against the  total registered number of
Comptel's shares and votes, which was 109,457,246 as at April 4, 2017.

According  to  the  final  results  of  the  tender  offer  announced  by  Nokia
Corporation  on April 3, 2017, the shares tendered in the tender offer, together
with  Comptel shares acquired by Nokia  Solutions and Networks Oy through market
purchases, represent approximately 90.51% of all the shares and votes in Comptel
(excluding  the treasury shares held by Comptel) and approximately 85.30% of all
the shares and votes of Comptel on a fully diluted basis as defined in the offer
document  for the  tender offer.  According to  the final  results of the tender
offer announced by Nokia Corporation on April 3, 2017, 89.34% of Comptel's 2014
option  rights and all of Comptel's 2015 option rights have been tendered in the
tender offer.

Total positions of Nokia Corporation subject to the notification:

+--------------------+-----------------+----------------------+----------------+
|                    |%  of  shares and|% of shares and voting|                |
|                    |voting     rights|rights         through|Total of both in|
|                    |(total of A)     |financial  instruments|% (A + B)       |
|                    |                 |(total of B)          |                |
+--------------------+-----------------+----------------------+----------------+
|Resulting  situation|                 |                      |                |
|on the date on which|91.67 %          |5.80 %                |97.47 %         |
|threshold        was|                 |                      |                |
|crossed or reached  |                 |                      |                |
+--------------------+-----------------+----------------------+----------------+

Notified  details of the resulting situation on  the date on which the threshold
was crossed or reached:

+------------------------------------------------------------------------------+
|A: Shares and voting rights                                                   |
+--------------------+-------------------------------+-------------------------+
|                    |Number  of  shares  and  voting|%  of  shares  and voting|
|Class   /   type  of|rights                         |rights                   |
|shares              +-----------+                   +---------+---------------+
|ISIN     code    (if|Direct     |Indirect           |Direct   |Indirect       |
|possible)           |(SMA 9:5)  |(SMA 9:6 and 9:7)  |(AML 9:5)|(AML     9:6 ja|
|                    |           |                   |         |9:7)           |
+--------------------+-----------+-------------------+---------+---------------+
|Share, FI0009008221 |-          |100,342,043        |-        |91.67 %        |
+--------------------+-----------+-------------------+---------+---------------+
|SUBTOTAL A          |100,342,043                    |91.67 %                  |
+--------------------+-------------------------------+-------------------------+

+------------------------------------------------------------------------------+
|B: Financial Instruments according to SMA 9:6a                                |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |            |            |Number   of|%     of|
|Type of financial|Expiration   |Exercise/   |Physical  or|shares  and|shares  |
|instrument       |date         |Conversion  |cash        |voting     |and     |
|                 |             |Period      |settlement  |rights     |voting  |
|                 |             |            |            |           |rights  |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |From        |            |           |        |
|Option     rights|January      |February    |Physical    |           |        |
|2014A            |31, 2018     |1, 2016 to  |settlement  |1.187,165  |1.08 %  |
|(FI4000189212)   |             |January     |            |           |        |
|                 |             |31, 2018    |            |           |        |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |From        |            |           |        |
|Option     rights|January      |February    |Physical    |           |        |
|2014B            |31, 2019     |1, 2017 to  |settlement  |789,000    |0.72 %  |
|(FI4000236500)   |             |January     |            |           |        |
|                 |             |31, 2019    |            |           |        |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |From        |            |           |        |
|Option     rights|January      |February    |Physical    |           |        |
|2014C            |31, 2020     |1, 2018 to  |settlement  |890,000    |0.81 %  |
|                 |             |January     |            |           |        |
|                 |             |31, 2020    |            |           |        |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |From August |            |           |        |
|Option     rights|September    |15, 2018 to |Physical    |1,739,130  |1.59 %  |
|2015A            |15, 2019     |September   |settlement  |           |        |
|                 |             |15, 2019    |            |           |        |
+-----------------+-------------+------------+------------+-----------+--------+
|                 |             |From August |            |           |        |
|Option     rights|September    |15, 2019 to |Physical    |1,739,130  |1.59 %  |
|2015B            |15, 2019     |September   |settlement  |           |        |
|                 |             |15, 2019    |            |           |        |
+-----------------+-------------+------------+------------+-----------+--------+
                                             |SUBTOTAL B  |6,344,425  |5.80 %  |
                                             +------------+-----------+--------+

Full  chain of controlled  undertakings through which  the voting rights and the
financial   instruments   are   effectively  held  starting  with  the  ultimate
controlling natural person or legal entity:

+------------------------+-----------------+---------------------+-------------+
|                        |%  of  shares and|%   of   shares   and|             |
|Name                    |voting rights    |voting rights through|Total of both|
|                        |                 |financial instruments|             |
+------------------------+-----------------+---------------------+-------------+
|Nokia Corporation       |0.00             |0.00                 |0.00         |
+------------------------+-----------------+---------------------+-------------+
|Nokia            Finance|0.00             |0.00                 |0.00         |
|International B.V.      |                 |                     |             |
+------------------------+-----------------+---------------------+-------------+
|Nokia    Solutions   and|0.00             |0.00                 |0.00         |
|Networks B.V.           |                 |                     |             |
+------------------------+-----------------+---------------------+-------------+
|Nokia    Solutions   and|91.67 %          |5.80 %               |97.47 %      |
|Networks Oy             |                 |                     |             |
+------------------------+-----------------+---------------------+-------------+



The completion trades of the public tender offer by Nokia Solutions and Networks
Oy concerning the tendered Comptel shares and option rights 2014A and 2014B were
executed  on April  4, 2017. The completion  trades will  be settled on or about
April  6, 2017 and the ownership of the tendered shares and option rights 2014A
and 2014B will be transferred to Nokia Solutions and Networks Oy simultaneously.

The  offer price for the tendered  Comptel option rights 2014C, 2015A and 2015B
will  be paid by April 6, 2017 at the latest. The ownership of the option rights
2014C, 2015A and  2015B will be transferred  to Nokia Solutions  and Networks Oy
against the payment of the offer price.

Together  with  the  Comptel  shares  otherwise  acquired by Nokia Solutions and
Networks  Oy as  at the  date of  this notification,  the shares tendered in the
tender  offer represent approximately 91.67 per cent  of all Comptel shares. The
option rights tendered in the tender offer entitle their holder to subscribe for
shares representing approximately 5.80 % of all Comptel shares.

Further information:

Comptel
Tom Jansson
Chief Financial Officer
tel. +358 40 700 1849
tom.jansson@comptel.com

ABOUT COMPTEL

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Our  solutions  allow  you  to  innovate rich communications services instantly,
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Comptel  has enabled the delivery of digital and communications services to more
than  2 billion people. Every day, we care for more than 20% of all mobile usage
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For more information, visit www.comptel.com.

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