Nokia - Company Announcement

Nokia issues new shares in a directed share issue

Nokia Corporation
Stock Exchange Release
February 19, 2016 at 09:15 (CET +1)

Nokia issues new shares in a directed share issue

Espoo, Finland - Nokia announces today that it has issued 6 501 503 new shares
("Shares", each a "Share") in deviation from shareholders' pre-emptive rights
based on a resolution by the Board of Directors on February 18, 2016, pursuant
to the authorization granted by the Extraordinary General Meeting held on
December 2, 2015. The Shares have been issued in exchange for Alcatel-Lucent
shares in a private transaction at the same exchange ratio as that offered in
Nokia's recently completed public exchange offers for Alcatel-Lucent securities
in France and in the United States, i.e. 0.5500 Nokia shares for each Alcatel-
Lucent share, in order to increase Nokia's ownership in Alcatel-Lucent.

The Shares will be paid by contribution in kind with the Alcatel-Lucent shares
offered for exchange. The subscription price, EUR 36 343 401.77 in aggregate, is
based on the closing price of Nokia's shares on Nasdaq Helsinki on February
18, 2016, and will be recorded in Nokia's fund for invested non-restricted
equity. Consequently, Nokia's share capital will remain unchanged at
EUR 245 896 461.96.

Nokia expects to register the Shares with the Finnish Trade Register on or about
February 24, 2016. After the registration the total number of Nokia's shares
will equal 5 775 945 340. The Shares will carry the right to dividends and all
other shareholder rights as of the registration date. The trading in the Shares
is expected to commence on Nasdaq Helsinki and Euronext Paris on or about
February 25, 2016.

About Nokia
Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Bell Labs and Nokia Technologies, the company is at
the forefront of creating and licensing the technologies that are increasingly
at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud and
the Internet of Things. http://nokia.com

ENQUIRIES

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

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 "expect," "will", "would" and similar expressions. These forward-looking
statements include statements relating to: the expected consideration for the
Shares, the registration date of the Shares and the total number of Nokia shares
following their registration. 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 statements are only predictions based upon our
current expectations and views of future events and developments. Risks and
uncertainties include: regulatory and contractual restrictions applicable to the
issuance of the Shares and Nokia's transactions in Alcatel Lucent securities;
and the impact on the combined company (after giving effect to the transaction
with Alcatel Lucent) of any of the foregoing risks or forward-looking
statements, as well as other risk factors listed from time to time in Nokia's
and Alcatel Lucent's filings with the U.S. Securities and Exchange Commission
("SEC").

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 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 stock exchange release relates to the 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 stock exchange 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 Registration Statement on Form
F-4 (the "Registration Statement") (Registration No. 333- 206365) or the
Solicitation / Recommendation Statement on Schedule 14D-9 each filed with the
SEC, the listing prospectus and listing prospectus supplements of Nokia filed
with the Finnish Financial Supervisory Authority or Nokia's offer document (note
d'information) and Alcatel Lucent's response document (note en réponse) filed
with the Autorité des marchés financiers ("AMF") on October 29, 2015 and which
received the visa of the AMF on November 12, 2015 (including the letters 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 exchange offer is being made
only through the Exchange Offer Documents.

The making of the 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 exchange offer. The exchange 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 IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE EXCHANGE OFFER.

The information contained in this stock exchange 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 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), which received visa No. 15-573 and No. 15-574
respectively from the AMF, containing detailed information with regard to the
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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