Comptel - Tender offer

Comptel Corp: Final results of the tender offer: Nokia Solutions and Networks completes the offer with a holding exceeding 90% of all Comptel shares and votes and opens a subsequent offer period

Final  results of the  tender offer: Nokia  Solutions and Networks completes the
offer  with a holding exceeding 90% of all  Comptel shares and votes and opens a
subsequent offer period

Comptel Corporation
Stock Exchange Release
April 3, 2017 at 9.45 EET

NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN  WHOLE OR IN PART, DIRECTLY OR
INDI-RECTLY,  IN  OR  INTO  THE  UNITED  STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

The  offer  period  under  the  recommended  public  cash  tender offer by Nokia
Solutions and Networks Oy (the "Offeror"), a wholly-owned indirect subsidiary of
Nokia  Corporation  ("Nokia"),  to  purchase  all  of the issued and outstanding
shares  and option rights of Comptel  Corporation ("Comptel") that are not owned
by  Comptel or  any of  its subsidiaries  (the "Tender  Offer") expired on March
29, 2017.

Nokia  has announced  today that  according to  the final  results of the Tender
Offer,  the shares  tendered in  the Tender  Offer, together with Comptel shares
acquired  by  the  Offeror  through  market  purchases,  represent approximately
90.51% of  all the  shares and  votes in  Comptel (excluding the treasury shares
held by Comptel) and approximately 85.30% of all the shares and votes of Comptel
on  a fully diluted basis as defined in the offer document for the Tender Offer.
In  addition, 89.34% of Comptel's 2014 option rights  and all of Comptel's 2015
option  rights  have  been  tendered  in  the Tender Offer. Consequently, as the
Offeror's  ownership in  Comptel exceeds  nine-tenths (9/10)  of the  shares and
voting  rights  in  Comptel,  the  Offeror  is  entitled to redeem the remaining
Comptel shares under the Finnish Limited Liability Companies Act.

According to the terms and conditions of the Tender Offer, the completion of the
Tender  Offer is subject to more than 90% of all the shares in Comptel, together
with any other Comptel shares acquired by the Offeror or Nokia Corporation, on a
fully  diluted basis (as  defined in the  offer document for  the Tender Offer),
having  been tendered in the Tender  Offer (the "Minimum Acceptance Condition").
Nokia  has announced  today that  as the  Offeror's holding  will not exceed the
fully  diluted 90% threshold as defined in the Minimum Acceptance Condition, the
Offeror  has decided to  waive the Minimum  Acceptance Condition. As the Minimum
Acceptance  Condition has been waived and all other conditions to completion are
satisfied,  the Offeror  will complete  the Tender  Offer in accordance with its
terms  and  conditions.  The  completion  trades  will  be settled and the offer
consideration  will be paid to the shareholders and holders of option rights who
have  validly  accepted  the  Tender  Offer  in  accordance  with  the terms and
conditions of the Tender Offer on or about April 6, 2017.

Nokia  has announced today that in order to allow the remaining shareholders and
holders  of option rights the possibility to  still accept the Tender Offer, the
Offeror  has decided to extend the offer  period by a subsequent offer period in
accordance  with the terms  and conditions of  the Tender Offer (the "Subsequent
Offer  Period"). The Subsequent Offer Period  will commence on April 4, 2017 and
expire  on April 19, 2017. During the Subsequent  Offer Period, the Tender Offer
can  be accepted  in accordance  with the  acceptance procedure described in the
terms  and conditions of  the Tender Offer.  The acceptance will  be binding and
cannot be withdrawn. Further instructions can be obtained from any branch office
of Nordea Bank AB (publ), Finnish branch.

Nokia  has  announced  today  that  the  Offeror  will  announce the preliminary
percentage  of  the  shares  and  option  rights  validly  tendered  during  the
Subsequent  Offer Period on or about  April 20, 2017 and the final percentage on
or  about  April  24, 2017. The  offer  consideration  for the shares and option
rights  validly tendered during the Subsequent Offer  Period will be paid to the
shareholders  and  holders  of  option  rights  on  or  about  April 27, 2017 in
accordance  with the payment procedures described in the terms and conditions of
the Tender Offer.

Nokia  has announced today that it is the Offeror's intention to acquire all the
shares  and  option  rights  in  Comptel.  As the Offeror's ownership in Comptel
exceeds  nine-tenths (9/10) of the shares and voting rights in Comptel after the
settlement  of the shares tendered  in the Tender Offer,  the Offeror intends to
initiate  compulsory  redemption  proceedings  for  the remaining Comptel shares
under  the Finnish Limited Liability Companies Act  as well as the redemption of
the remaining option rights in accordance with their terms and conditions.

The  Offeror or Nokia Oyj may purchase  shares and option rights in Comptel also
in  public trading on Nasdaq Helsinki or  otherwise at a price not exceeding the
offer  price of EUR 3.04 per share and at  a price not exceeding the offer price
for  the option  rights as  follows: EUR  2.56 for each  2014A option right, EUR
2.16 for each 2014B option right and EUR 1.53 for each 2014C option right.
Further information:

Comptel
Tom Jansson
Chief Financial Officer
tel. +358 40 700 1849
tom.jansson@comptel.com


ABOUT COMPTEL

Life  is digital moments. Comptel perfects  these by transforming how you serve,
meet and respond to the needs of "Generation Cloud" customers.

Our  solutions  allow  you  to  innovate rich communications services instantly,
master  the orchestration of service and order flows, capture data-in-motion and
refine  your decision-making. We  apply intelligence to  reduce friction in your
business.

Comptel  has enabled the delivery of digital and communications services to more
than  2 billion people. Every day, we care for more than 20% of all mobile usage
data.  Nearly  300 service  providers  across  90 countries  have  trusted us to
perfect customers' digital moments.
For more information, visit www.comptel.com.

NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN  WHOLE OR IN PART, DIRECTLY OR
INDI-RECTLY,  IN  OR  INTO  THE  UNITED  STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

Forward-Looking Statements

This stock exchange release contains statements that, to the extent they are not
historical  facts,  constitute  "forward  looking  statements''. Forward looking
statements  include statements concerning our plans, ex-pectations, projections,
objectives,  targets,  goals,  strategies,  future  events,  future  revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to  acquisitions,  our  competitive  strengths  and  weaknesses,  plans or goals
relating  to financial position, future operations and development, our business
strategy  and the trends we  anticipate in the industries  and the political and
legal  environment  in  which  we  operate  and  other  information  that is not
historical  information. In some instances, they can be identified by the use of
forward-looking  terminology, including the  terms "believes", "intends", "may",
"will"  or "should" or, in each case, their negative or variations on comparable
terminology.  By their very nature,  forward looking statements involve inherent
risks, uncertainties and assumptions, both general and specific, and risks exist
that   the   predictions,  forecasts,  projections  and  other  forward  looking
statements   will   not  be  achieved.  Given  these  risks,  uncertainties  and
assumptions, investors are cautioned not to place undue reliance on such forward
looking  statements. Any forward looking  statements contained herein speak only
as at the date of this stock exchange release.

THIS  RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DI-RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS  RELEASE IS NOT A TENDER OFFER DOCUMENT  AND AS SUCH DOES NOT CONSTITUTE AN
OF-FER  OR INVITATION TO MAKE A SALES  OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN,  AND IS  NOT AN  EXTENSION OF  THE TENDER  OFFER, IN  THE UNITED STATES,
CANADA, JAPAN, AUSTRAL-IA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE
TENDER  OFFER  FOR  THE  SHARES  AND  OPTION  RIGHTS  ONLY  ON  THE BASIS OF THE
INFORMATION  PROVIDED  IN  A  TENDER  OFFER  DOCUMENT.  OFFERS  WILL NOT BE MADE
DIRECTLY   OR   INDIRECTLY   IN  ANY  JURISDICTION  WHERE  EITHER  AN  OFFER  OR
PARTICIPATION  THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT  OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.

THE  TENDER OFFER IS NOT  BEING MADE DIRECTLY OR  INDIRECTLY IN ANY JURISDICTION
WHERE  PROHIBITED  BY  APPLICABLE  LAW  AND,  WHEN  PUBLISHED,  THE TENDER OFFER
DOCUMENT  AND  RELATED  ACCEPTANCE  FORMS  WILL  NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED  OR  TRANSMITTED  INTO  OR  FROM  ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE  LAW. IN PARTICULAR, THE TENDER OFFER  IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY,  IN OR INTO, OR BY USE OF THE  POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY  (INCLUDING, WITHOUT LIMITATION,  FACSIMILE TRANSMISSION, TELEX,
TELEPHONE  OR  THE  INTERNET)  OF  INTERSTATE  OR  FOREIGN  COMMERCE  OF, OR ANY
FACILITIES  OF A  NATIONAL SECURITIES  EX-CHANGE OF,  THE UNITED STATES, CANADA,
JAPAN,  AUSTRALIA,  SOUTH  AFRICA  OR  HONG  KONG.  THE  TENDER  OFFER CANNOT BE
ACCEPTED,  DIRECTLY OR INDIRECTLY, BY ANY  SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM  WITHIN THE UNITED  STATES, CANADA, JAPAN,  AUSTRALIA, SOUTH AFRICA OR HONG
KONG.

THIS  STOCK EXCHANGE RELEASE OR ANY OTHER  DOCUMENT OR MATERIALS RELATING TO THE
TENDER  OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I)
HAVE  PROFESSIONAL EXPERIENCE IN MATTERS  RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE   19(5) OF  THE  FINANCIAL  SERVICES  AND  MARKETS  ACT  2000 (FINANCIAL
PROMOTION)  ORDER 2005 (AS AMENDED,  THE "FINANCIAL PROMOTION  ORDER"), (II) ARE
PERSONS  FALLING  WITHIN  ARTICLE  49(2)(A) TO  (D)  ("HIGH NET WORTH COMPANIES,
UNINCORPORATED  ASSOCIA-TIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS  FALLING WITHIN ARTI-CLE  43 OF THE FINANCIAL  PROMOTION ORDER, (IV) ARE
OUTSIDE  THE  UNITED  KINGDOM,  OR  (V)  ARE  PERSONS  TO  WHOM AN INVITATION OR
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF
THE  FINANCIAL SERVICES  AND MARKETS  ACT 2000) IN  CONNECTION WITH THE ISSUE OR
SALE  OF ANY SECURITIES MAY  OTHERWISE LAWFULLY BE COMMUNICATED  OR CAUSED TO BE
COMMUNICATED  (ALL  SUCH  PERSONS  TOGETHER  BEING  RE-FERRED  TO  AS  "RELEVANT
PERSONS").   THIS STOCK EXCHANGE RELEASE AND  THE TENDER OFFER AND THE MATERIALS
RELATING  THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON
OR  RELIED  ON  BY  PERSONS  WHO  ARE  NOT  RELEVANT PERSONS. ANY IN-VESTMENT OR
INVESTMENT  ACTIVITY TO WHICH  THIS STOCK EXCHANGE  RELEASE RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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