Nokia - Company Announcement

Nokia to offer EUR 3.50 per share for remaining Alcatel-Lucent shares and expects to reach 100% ownership by early Q4, draft joint offer document has been filed with the French stock market authority

Nokia Corporation
Stock Exchange Release
September 6, 2016 at 17:45 (CET +1)

Nokia to offer EUR 3.50 per share for remaining Alcatel-Lucent shares and
expects to reach 100% ownership by early Q4, draft joint offer document has been
filed with the French stock market authority

The information contained in the draft joint offer document filed with the
French stock market authority (Autorité des marchés financiers, "AMF") on
September 6, 2016 is preliminary and the draft is subject to future amendments.
Please note that the statements in the draft joint offer document are presented
as of the date of filing of the proposed public buy-out offer, followed by a
squeeze-out. The public buy-out offer will not be opened until the draft joint
offer document has been approved and the public buy-out offer, followed by a
squeeze-out, has been cleared by the AMF.

Espoo, Finland - Nokia today announced that it has filed Nokia and Alcatel-
Lucent's draft joint offer document (projet de note d'information conjointe)
with the AMF relating to Nokia's proposed public buy-out offer in cash for the
remaining Alcatel-Lucent shares (the "Shares"), bonds convertible into new or
exchangeable for existing Alcatel-Lucent shares due on January 30, 2019 (the
"2019 OCEANEs"), and bonds convertible into new or exchangeable for existing
Alcatel-Lucent shares due on January 30, 2020 (the "2020 OCEANEs", and together
with the 2019 OCEANEs, the "OCEANEs") it does not already own (the "Public Buy-
Out Offer"). The Public Buy-Out Offer would be automatically followed by a
squeeze-out in cash of the Shares and OCEANEs not tendered into the Public Buy-
Out Offer (the "Squeeze-Out", and together with the Public Buy-Out Offer, the
"Offer"), in accordance with the General Regulation of the AMF.

Rajeev Suri, President and CEO of Nokia, commented: "Nokia and Alcatel-Lucent
have been operating as one company since January, following the completion of
our public exchange offer, and we have made exceptional progress on the
integration since then. This public buy-out offer and squeeze-out will give
Nokia 100% ownership of Alcatel-Lucent in early Q4 under the indicative
timeline, enabling us to operate even more efficiently, and ensuring we deliver
outstanding service to our customers and further value creation opportunity to
our current and future shareholders."

The Offer will be made exclusively in France and in the United States pursuant
to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) and,
to the extent applicable, Rule 13e-4(h)(8) of the U.S. Securities Exchange Act
of 1934.

As of today, Nokia holds 95.32% of the share capital and 95.25% of the voting
rights of Alcatel-Lucent, corresponding to 95.15% of the Alcatel-Lucent share
capital on a fully-diluted basis. Having crossed the 95% ownership thresholds in
Alcatel-Lucent and in accordance with French takeover laws and regulations,
Nokia has filed the Offer with the AMF in order to acquire 100% of Alcatel-
Lucent and complete the combination of the two companies.

Nokia expects the Public Buy-Out Offer to open in the second half of September
2016, following the review and clearance of the Offer by the AMF. The Squeeze-
Out would occur on the trading day following the expiration date of the Public
Buy-Out Offer, which Nokia expects to occur in early October 2016.

Information disclosed in the draft joint offer document

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

The draft joint offer document includes, without limitation, the following
previously undisclosed information:

Terms of the Offer

In the context of the Public Buy-Out Offer, Nokia is offering a consideration
of:

- EUR 3.50 per Alcatel-Lucent Share,

- EUR 4.51 per 2019 OCEANEs, and

- EUR 4.50 per 2020 OCEANEs.

In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out
Offer will be transferred automatically to Nokia on the trading day after the
expiration date of the Public Buy-Out Offer, for the same consideration as the
above-mentioned consideration of the Public-Buy-Out Offer.

The consideration of the Offer corresponds to the price paid by Nokia in cash
acquisitions prior to the announcement of Nokia's intention to file an Offer on
June 16, 2016. In accordance with applicable rules and regulations, the
consideration of the Offer has been subject to a valuation by Société Générale,
the presenting bank appointed by Nokia in connection with the Offer, and a
fairness opinion has been delivered by Accuracy, the independent expert
appointed by Alcatel-Lucent's Board of Directors in accordance with Article
261-1, I and II of the AMF General Regulation. The independent expert concluded
in its report that the consideration of the Offer is fair for Alcatel-Lucent
minority shareholders and OCEANEs holders. The valuation report of Société
Générale and the fairness opinion of Accuracy are included in the draft joint
offer document.

Timetable of the Offer

The timetable for the Offer is subject to approval by the AMF. Based on an
indicative timetable and assuming that the AMF clearance decision is received on
September 20, 2016, the Public Buy-Out Offer would be opened on September
22, 2016 and closed on October 5, 2016. The Squeeze-Out will be implemented on
the trading day after the expiration date of the Public Buy-Out Offer, which is
anticipated to be October 6, 2016. The AMF will announce the definitive
timetable of the Offer in due course.

Recommendation by the Board of Directors of Alcatel-Lucent

The participating members of Alcatel-Lucent's Board of Directors have
unanimously determined that Nokia's proposed Offer is in the best interests of
Alcatel-Lucent, its employees and stakeholders, and have recommended that all
holders of Shares and OCEANEs tender their securities into the Public Buy-Out
Offer. Alcatel-Lucent's Board of Directors made its decision on the basis of a
number of factors further detailed in the draft joint offer document filed with
the AMF today, which include, inter alia, the report issued by Accuracy which
concluded that the terms of the Offer by Nokia for the 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

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

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 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 "expect", "will", "would" and similar expressions.
These forward-looking statements include statements relating to: the review and
clearance of the draft joint offer document by the AMF; the expected clearance,
opening and closing dates of the Public Buy-Out Offer; and the implementation
date of the Squeeze-Out. 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: the review and clearance of the Offer by the AMF, 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 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 Buy-Out Offer
followed by a Squeeze-Out filed by Nokia with the AMF for all of the ordinary
shares and OCEANE convertible bonds of Alcatel Lucent. 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 or OCEANE convertible bonds of Alcatel Lucent, nor is it a
substitute for Nokia and ALU's draft joint offer document (projet de note
d'information conjointe) filed with the Autorité des marchés financiers (the
"AMF") on September 6, 2016 (as amended and supplemented from time to time, the
"Offer Document"). The proposed Public Buy-Out Offer followed by a Squeeze-Out
is being made only through the Offer Document.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENT AND ALL
OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL LUCENT MAY FURNISHED OR FILE WITH
THE SEC OR AMF WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE PROPOSED PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-
OUT.

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 Offer Document and other documents referred to above, if furnished by Nokia
or Alcatel Lucent with the SEC, will be available free of charge at the SEC's
website (www.sec.gov).

Nokia and ALU's draft joint offer document (projet de note d'information
conjointe) which contains detailed information with regard to the proposed
Public Buy-Out Offer followed by a Squeeze-Out, is available on the websites of
the AMF (www.amf-france.org), Nokia (www.nokia.com) and Alcatel Lucent
(www5.alcatel-lucent.com).




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