Nokia - Company Announcement

Nokia has filed its draft public exchange offer document with the French stock market authority relating to the proposed public exchange offer to acquire Alcatel-Lucent

Nokia Corporation
Stock Exchange Release
October 29, 2015 at 19:45 (CET +1)

Nokia has filed its draft public exchange offer document with the French stock
market authority relating to the proposed public exchange offer to acquire
Alcatel-Lucent

The information contained in the draft public exchange offer document filed with
the French stock market authority (Autorité des marchés financiers, "AMF") on
October 29, 2015 is preliminary and incomplete and the draft is subject to
future amendments. Please note that the statements in the draft public exchange
offer document are presented as of the date of filing of the proposed public
exchange offer. Nokia may not commence the public exchange offer until the draft
public exchange offer document has been reviewed and cleared by the AMF.

Espoo, Finland - Nokia today announced that it has filed its draft public
exchange offer document (note d'information) with the AMF relating to the
proposed public exchange offer. As previously announced, Nokia intends to
acquire all ordinary shares, American depositary shares ("ADSs") and convertible
bonds ("OCEANEs") issued by Alcatel-Lucent through a public exchange offer in
France (the "French Offer") and in the United States (the "U.S. Offer") whereby
Alcatel-Lucent securities will be exchanged for Nokia shares in the French Offer
and Nokia shares or Nokia ADSs in the U.S. Offer (jointly, the "Exchange
Offer").

Nokia expects to open the Exchange Offer in the second half of November 2015,
following the review and clearance of the proposed public exchange offer by the
AMF. Once the Exchange Offer period opens, the proposed transaction will remain
subject to approval by Nokia shareholders and the satisfaction of the minimum
tender condition set at more than 50% of Alcatel-Lucent's share capital on a
fully diluted basis, unless such condition is waived in accordance with
applicable law and regulation.

Information disclosed in the draft public exchange offer document

The information contained in the draft public exchange offer document filed with
the AMF is preliminary and incomplete and the draft is subject to future
amendments before being cleared by the AMF. The draft public exchange offer
document includes more detailed information on the terms of the proposed French
Offer. A copy of the draft public exchange offer document is posted on Nokia's
website at http://company.nokia.com/en/investors/financial-reports/filings-
related-to-the-alcatel-lucent-transaction.

In the draft public exchange offer document, Nokia is providing, among others,
the following information not previously disclosed.

Terms of the Exchange Offer

As previously disclosed, Nokia is offering a consideration of 0.5500 Nokia
shares in exchange for each Alcatel-Lucent share and Alcatel-Lucent ADS and such
number of Nokia shares in exchange for one OCEANE that is based on the exchange
ratio of 0.5500 Nokia shares per each Alcatel-Lucent share which would be
issuable upon conversion or exchangeable upon exchange of the OCEANE at the
conversion/exchange ratio which will apply on the opening date of the Exchange
Offer.

The precise offer price for the OCEANEs cannot be determined until the opening
date of the Exchange Offer has been established, but preliminarily, Nokia is
offering to exchange the Alcatel-Lucent OCEANEs for Nokia shares under the
following exchange ratios (based on the expected opening date of November
18, 2015):
  * 0.6930 Nokia share for one tendered Alcatel-Lucent 2018 OCEANE;
  * 0.7040 Nokia share for one tendered Alcatel-Lucent 2019 OCEANE; and
  * 0.7040 Nokia share for one tendered Alcatel-Lucent 2020 OCEANE.

Timetable of the Exchange Offer

The timetable for the French Offer is subject to approval by the AMF, but based
on an indicative timetable and assuming that the AMF clearance decision would be
received on November 12, 2015, the French Offer would be opened on November
18, 2015, closed on December 22, 2015 and settled on January 7, 2016. Assuming
that the Exchange Offer is successful, the French Offer would be reopened on
January 14, 2016, close on February 3, 2016 and settle on February 12, 2016. The
timetable for the U.S. Offer is expected to follow that of the French Offer.

Recommendation by the Board of Directors of Alcatel-Lucent published and draft
response document filed

The information contained in the draft response document filed by Alcatel-Lucent
with the AMF is preliminary and incomplete and the draft is subject to future
amendments before being cleared by the AMF. A copy of the draft response
document is posted on Alcatel-Lucent's website at https://www.alcatel-
lucent.com.

Alcatel-Lucent has today announced that its Board of Directors has unanimously
determined that Nokia's public exchange offer is in the best interest of
Alcatel-Lucent, its employees and its stakeholders (including holders of
Alcatel-Lucent shares and holders of other Alcatel Lucent securities) and
recommended that all holders of Alcatel-Lucent shares, ADSs and OCEANEs,
respectively, tender their Alcatel-Lucent securities pursuant to the Exchange
Offer. Alcatel-Lucent's Board of Directors made its decision on the basis of a
number of factors further detailed in Alcatel-Lucent's draft response document
(note en réponse) filed with the AMF today, which include, inter alia, the
report issued by Associés en Finance, acting as independent expert in connection
with the French Offer which concluded that the terms of the public exchange
offer by Nokia on Alcatel-Lucent's shares and OCEANEs are fair.

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

INVESTOR ENQUIRIES
Nokia
Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com

MICROSITE DETAILS
Further information on the transaction can be found at: www.newconnectivity.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.
www.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 stock exchange 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 "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 the conditions to closing, the expected exchange ratios in the
exchange offer, the proposed indicative timetable for the exchange offer
including the opening and settlement date of the exchange offer, approval of the
exchange offer by Autorité des marchés financiers ("AMF"), the expected outcomes
of the combination of Nokia and Alcatel Lucent, and expected timing of closing
of the proposed transaction. 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 necessary stock exchange clearances to open
the public exchange offers, minimum tender acceptances, shareholder approval to
close the proposed transaction, consummation of the proposed transaction and
Nokia's ability to integrate 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 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 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 (as amended on October 22, 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) filed by Nokia on October 29, 2015 with,
and which is subject to the review of, the AMF or the response document (note en
réponse) filed by Alcatel Lucent on October 29, 2015 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).
Nokia's offer document (note d'information) and Alcatel Lucent's response
document (note en réponse), containing detailed information with regard to the
French public 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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