Nokia - Company Announcement

NOKIA HAS FILED A PRELIMINARY DRAFT OF ITS REGISTRATION STATEMENT ON FORM F-4 WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO THE PROPOSED PUBLIC EXCHANGE OFFER TO ACQUIRE ALCATEL-LUCENT

Nokia Corporation
Stock Exchange Release
August 14, 2015 at 19:15 (CET +1)

NOKIA HAS FILED A PRELIMINARY DRAFT OF ITS REGISTRATION STATEMENT ON FORM F-4
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO THE PROPOSED PUBLIC
EXCHANGE OFFER TO ACQUIRE ALCATEL-LUCENT

The information contained in the draft registration statement on Form F-4 filed
with the U.S. Securities and Exchange Commission on August 14, 2015 is
preliminary and incomplete and the registration statement is subject to future
amendments and changes before becoming effective. Please note that the
statements in the registration statement on Form F-4 are presented as of the
date of commencement of the proposed public exchange offer. Nokia may not
complete the exchange offer and issue its securities referred to in Form F-4
until the Form F-4 registration statement filed with the U.S. Securities and
Exchange Commission has become effective.
Espoo, Finland - Nokia has today filed its preliminary draft of a registration
statement on Form F-4 (the "Form F-4") with the U.S. Securities and Exchange
Commission (the "SEC") relating to the proposed public exchange offer to acquire
Alcatel-Lucent. As announced on April 15, 2015, Nokia intends to acquire all of
the equity securities issued by Alcatel-Lucent through a public exchange offer
in France and in the United States whereby Alcatel-Lucent securities will be
exchanged for Nokia shares or Nokia American depositary shares (the "Exchange
Offer"). The Exchange Offer is comprised of a U.S. exchange offer (the "U.S.
Offer") and a French exchange offer (the "French Offer"). The U.S. Offer would
be made pursuant to a registration statement on Form F-4, the preliminary draft
of which was filed with the SEC today, to all U.S. holders of outstanding
Alcatel-Lucent ordinary shares, all U.S. holders of outstanding Alcatel-Lucent
convertible bonds ("OCEANEs") and all holders of outstanding Alcatel-Lucent
American depositary shares, wherever located. The French Offer would be made
pursuant to the separate French offer documentation to be filed with the French
Financial Market Regulator (Autorité des marchés financiers) and made available
to holders of Alcatel-Lucent ordinary shares and OCEANEs who are located in
France (holders of Alcatel-Lucent shares and OCEANEs located outside of France
may not participate in the French Offer except if, pursuant to the local laws
and regulations applicable to those holders, they are permitted to participate
in the French Offer) in due course.

As indicated in Nokia's stock exchange release dated April 15, 2015, as part of
the Exchange Offer, a consideration of 0.55 of a newly issued ordinary share of
Nokia (subject to adjustments for any dividend other than the previously paid
Nokia dividend for 2014) would be offered in exchange for each ordinary share of
Alcatel-Lucent (including ordinary shares of Alcatel-Lucent represented by
American depositary shares) issued and outstanding and tendered into the
Exchange Offer. The proposed transaction is subject to the minimum tender
condition, approval by Nokia's shareholders, receipt of regulatory approvals and
other customary conditions.

An equivalent offer will be made for each outstanding class of Alcatel-Lucent
OCEANEs: OCEANE 2018, OCEANE 2019 and OCEANE 2020.

Information disclosed in the Form F-4

The information is preliminary and incomplete and the Form F-4 is subject to
future amendments and changes before becoming effective. The Form F-4 includes
more detailed information on the proposed transaction, pro forma financial
statements, risks related to the transaction and the terms of the U.S. Offer.
Capitalized terms used and not otherwise defined in the below section have the
meanings defined in the Form F-4. A copy of the preliminary draft of the Form F-
4 is posted on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/sec-filings

In the preliminary draft of the Form F-4, Nokia is providing, among others, the
following information not previously disclosed.

Selected Unaudited Pro Forma Condensed Combined Financial Information

The following selected unaudited pro forma condensed combined financial
information is derived from the unaudited pro forma condensed combined financial
information included in the preliminary registration statement on Form F-4 filed
on August 14, 2015 with the SEC. The complete unaudited pro forma condensed
combined financial information can be found in the Form F-4, which is posted on
Nokia's website at http://company.nokia.com/en/investors/financial-reports/sec-
filings.



The following selected unaudited pro forma condensed combined financial
information is presented for illustrative purposes only to give effect to the
acquisition of Alcatel-Lucent and the proposed sale of Nokia's HERE business.
The selected unaudited pro forma condensed financial information includes the
historical results of Nokia and Alcatel-Lucent presented in accordance with
IFRS. The unaudited pro forma condensed combined statement of financial position
as of June 30, 2015 gives effect to the Exchange Offer and the proposed sale of
Nokia's HERE business as if they had occurred on that date. The selected
unaudited pro forma condensed combined income statements for the six months
ended June 30, 2015 and year ended December 31, 2014 give effect to the Exchange
Offer as if it occurred on January 1, 2014 and presents Nokia's HERE business as
discontinued operations to give pro forma effect to the proposed sale of HERE.

The unaudited pro forma condensed combined financial information reflects the
application of pro forma adjustments that are preliminary and are based upon
available information and certain assumptions, described in the accompanying
notes thereto, that management believes are reasonable under the circumstances.
Actual results may differ materially from the assumptions within the
accompanying selected unaudited pro forma condensed combined financial
information. The unaudited pro forma condensed combined financial information
has been prepared by management for illustrative purposes only and are not
necessarily indicative of the financial position or results of operations that
would have been realized had the completion of the Exchange Offer and the
proposed sale of Nokia's HERE business occurred as of the dates indicated above,
nor is it meant to be indicative of any anticipated financial position or future
results of operations that Nokia will experience going forward. In addition, the
unaudited pro forma condensed combined income statements do not reflect any
expected cost savings, synergies, restructuring actions, non-recurring items or
one-time transaction related costs that Nokia expects to incur or generate.


                                       Year ended          Six months
                                December 31, 2014  ended June 30, 2015
                            (in EUR million, except for per share data)

Selected Unaudited Pro Forma Combined Income Statement Data:
Net sales                             24 744               12 441
Operating profit                         886                   425
Profit  from continuing
operations                              2 246                  184
Profit from continuing operations
attributable to equity holders of the
parent - basic                         2 203                  192
Profit from continuing operations
attributable to equity holders of the
parent - diluted                       2 263                  192


Earnings per share from continuing
operations-basic (in EUR)       0.39                  0.03

Earnings per share from continuing
operations-diluted (in EUR)     0.37                  0.03

Weighted average number of shares
-basic (000s shares)       5 707 723            5 640 929

Weighted average number of shares
-diluted (000s shares)     6 143 274            5 657 924


As of June 30, 2015
(in EUR million)

Selected Unaudited Pro Forma Combined Statement of Financial Position Data:

Current assets                               26 775
Non-current assets                         26 970
Total assets                                    53 746
Net assets                                      22 722
Current liabilities                              15 787
Non-current liabilities                        15 237
Total liabilities                                  31 024
Capital and reserves attributable
to equity holders of the parent           21 783
Other Pro Forma data: Net Cash(1)     8 072

(1) Nokia believes that net cash is useful for investors as a measure to assess
Nokia's liquidity and capital structure. Net cash is defined as total cash and
other liquid assets less interest-bearing liabilities. Each component of net
cash is presented within the Statement of Financial Position. Total cash and
other liquid assets is defined as the sum of Investments at fair value through
profit and loss, liquid, Available-for-sale investments, liquid assets and Cash
and cash equivalents.  Interest-bearing liabilities is defined as the sum of
Long-term interest bearing liabilities, Current portion of long-term interest-
bearing liabilities and Short-term borrowings.

Selected Additional Key Transaction Terms

Termination Fees

As announced on April 15, 2015, the parties have agreed on certain termination
fees customary in similar European transactions and payable to the other party
under certain circumstances.

Pursuant to the Memorandum of Understanding, after the date of this release,
Nokia may be required to pay a termination fee to Alcatel-Lucent in certain
circumstances, including the following:

(a)  EUR 150 million if Nokia shareholders fail to approve the issuance of Nokia
shares to be offered in the exchange offer;

(b)  EUR 100 million if Nokia fails to receive French regulatory approval for
the transaction;

(c)  EUR 300 million if the Nokia board of directors withdraws its support for
the transaction or otherwise takes actions to frustrate the Nokia shareholder
vote; or

(d)  EUR 400 million if Nokia fails to receive necessary regulatory approvals
for the transaction (other than those from the French regulator) or such
regulator otherwise forbids the transaction.

In addition, pursuant to the Memorandum of Understanding, after the date of this
release, Alcatel-Lucent may be required to pay a termination fee to Nokia in
certain circumstances, including the following:

(a)  EUR 100 million if the transaction is terminated due to failure of the
French works council process or failure by the Alcatel-Lucent board to receive a
favorable opinion from its independent expert;

(b)  EUR 300 million if the Alcatel-Lucent board of directors withdraws its
support for the transaction or takes certain actions that under French law
constitute frustration of the exchange offer; or

(c)  EUR 300 million if the exchange offer fails and Alcatel-Lucent enters into
certain transactions similar to the Nokia Alcatel-Lucent transaction within 12
months thereafter.

The foregoing fees are not cumulative and under no circumstance would either
party receive more than one fee payment (although in certain circumstances it
may be eligible to receive the highest of available fees).

Selected Additional Key Transaction Terms

Termination Fees

As announced on April 15, 2015, the parties have agreed on certain termination
fees customary in similar European transactions and payable to the other party
under certain circumstances.

Pursuant to the Memorandum of Understanding, after the date of this release,
Nokia may be required to pay a termination fee to Alcatel-Lucent in certain
circumstances, including the following:

(a)  EUR 150 million if Nokia shareholders fail to approve the issuance of Nokia
shares to be offered in the exchange offer;

(b)  EUR 100 million if Nokia fails to receive French regulatory approval for
the transaction;

(c)  EUR 300 million if the Nokia board of directors withdraws its support for
the transaction or otherwise takes actions to frustrate the Nokia shareholder
vote; or

(d)  EUR 400 million if Nokia fails to receive necessary regulatory approvals
for the transaction (other than those from the French regulator) or such
regulator otherwise forbids the transaction.

In addition, pursuant to the Memorandum of Understanding, after the date of this
release, Alcatel-Lucent may be required to pay a termination fee to Nokia in
certain circumstances, including the following:

(a)  EUR 100 million if the transaction is terminated due to failure of the
French works council process or failure by the Alcatel-Lucent board to receive a
favorable opinion from its independent expert;

(b)  EUR 300 million if the Alcatel-Lucent board of directors withdraws its
support for the transaction or takes certain actions that under French law
constitute frustration of the exchange offer; or

(c)  EUR 300 million if the exchange offer fails and Alcatel-Lucent enters into
certain transactions similar to the Nokia Alcatel-Lucent transaction within 12
months thereafter.

The foregoing fees are not cumulative and under no circumstance would either
party receive more than one fee payment (although in certain circumstances it
may be eligible to receive the highest of available fees).

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. http://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 expected characteristics of the combined company; expected
financial results of the combined company; 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 ability of Nokia to integrate Alcatel-Lucent into
Nokia operations; the performance of the global economy; the capacity for growth
in internet and technology usage; the consolidation and convergence of the
industry, its suppliers and its customers; the effect of changes in governmental
regulations; disruption from the proposed transaction making it more difficult
to maintain relationships with customers, employees or suppliers; and the impact
on the combined company (after giving effect to the proposed 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 on Form F-4, 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 proposed public exchange offer by
Nokia to exchange all of ordinary shares (including those underlying American
depositary shares) and convertible securities issued by Alcatel-Lucent for new
ordinary shares of Nokia (including those underlying American depositary
shares). This stock exchange release is for informational purposes only and does
not constitute an offering of Nokia securities nor an offer to exchange, or a
solicitation of an offer to exchange, all of ordinary shares 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, a preliminary draft of which
was filed today with the SEC, the listing prospectus of Nokia to be filed with
the Finnish Financial Supervisory Authority or the tender offer documents to be
filed with the Autorité des marchés financiers (including the letter of
transmittal and related documents and as amended and supplemented from time to
time, the "Exchange Offer Documents"). 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 OMX HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION.


The registration statement on Form F-4, which includes more detailed information
on the transaction, pro forma financial statements, risks related to the
transaction and the terms of the U.S. Offer as well as all documents referred to
above, if filed or furnished, are available free of charge at the SEC's website
(www.sec.gov).


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