Nokia - Company Announcement

The Finnish Financial Supervisory Authority Approves Nokia's English Language Listing Prospectus relating to the Proposed Combination with Alcatel-Lucent

Nokia Corporation
Stock Exchange Release
October 23, 2015 at 18:00 (CET +1)

The Finnish Financial Supervisory Authority Approves Nokia's English Language
Listing Prospectus relating to the Proposed Combination with Alcatel-Lucent

Espoo, Finland - Nokia announced today that its English language listing
prospectus, prepared for the listing on NASDAQ OMX Helsinki Ltd ("Nasdaq
Helsinki") of the new shares to be issued as consideration to Alcatel-Lucent
security holders in conjunction with the proposed combination between Nokia and
Alcatel-Lucent, has been approved by the Finnish Financial Supervisory Authority
on October 23, 2015. In addition to the listing of the new shares on Nasdaq
Helsinki, the listing prospectus will be used for the contemplated listing of
Nokia's existing and new shares on Euronext Paris and in connection with the
public exchange offer, for which purpose the listing prospectus will be notified
to the French stock market authority, Autorité des Marchés Financiers.

The English language listing prospectus together with Finnish and French
language translations of the prospectus summary will be available on Nokia's
website at http://company.nokia.com/en/investors/financial-reports/filings-
related-to-the-alcatel-lucent-transaction starting on October 26, 2015, as well
as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki,
Finland, and at the head office of Nokia at Karaportti 3, FI-02610 Espoo,
Finland on or about October 28, 2015.


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/

Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.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 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 "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 Nokia's proposed combination with
Alcatel-Lucent, the listing on Nasdaq Helsinki and Euronext Paris, the
notification of the Autorité des Marchés Financiers and the exchange offer.
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 consummate the proposed
transaction, list the company's shares on Nasdaq Helsinki and/or on Euronext
Paris and to the exchange offer itself.

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 filed by Nokia with and approved by the
Finnish Financial Supervisory Authority on October 23, 2015 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, 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).


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