Nokia - Company Announcement

Nokia gains control of Alcatel-Lucent through successful public exchange offer; Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Nokia Corporation
Stock Exchange Release
January 4, 2016 at 09:25 (CET +1)

Nokia gains control of Alcatel-Lucent through successful public exchange offer;
Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Espoo, Finland - The French stock market authority, Autorité des Marchés
Financiers (the "AMF"), today published the interim results of the initial offer
period of Nokia's public exchange offer for Alcatel-Lucent securities in France
and in the United States (the "Offer"), and has declared the Offer successful.

Rajeev Suri, President and CEO of Nokia, said: "We are delighted that the Offer
has been successful, and that Alcatel-Lucent's investors share our confidence in
the future of the combined company. We will move quickly to combine the two
companies and execute our integration plans. As of January 14, 2016, Nokia and
Alcatel-Lucent will offer a combined end-to-end portfolio of the scope and scale
to meet the needs of our global customers. We will have unparalleled R&D and
innovation capabilities, which we will use to lead the world in creating next-
generation technology and services."

The interim results indicate that 2 052 812 101 outstanding Alcatel-Lucent
ordinary shares, 264 183 778 American Depositary Shares ("ADSs"), 206 784 349
OCEANE 2018 convertible bonds, 37 880 652 OCEANE 2019 convertible bonds, and
16 138 206 OCEANE 2020 convertible bonds have been tendered into the French
and/or U.S. offers. As a consequence, if these interim results are confirmed by
the AMF in its notice of final results expected on January 5, 2016, and
following settlement of the Offer on January 7, 2016, Nokia would hold 76.31% of
the share capital and at least 76.01% of the voting rights of Alcatel-Lucent,
89.14% of the outstanding OCEANEs 2018, 24.34% of the outstanding OCEANEs 2019,
and 15.11% of the outstanding OCEANEs 2020; this equates to Nokia holding
70.52% of the share capital on a fully diluted basis.

The completion of the Offer was subject to the number of Alcatel-Lucent
securities validly tendered into the Offer representing more than 50% of the
shares on a fully diluted basis. This condition has been satisfied and the Offer
is therefore successful.

Subject to the confirmation of aforementioned numbers by the AMF and assuming
conversion of the OCEANEs tendered into the Offer at the improved conversion
ratio, Nokia would hold, following settlement of the Offer, 79.32% of the share
capital and at least 78.97% of the voting rights of Alcatel-Lucent, as mentioned
in the AMF's notice published today.

Following the announcement by the AMF of the final results of the Offer, the two
companies will begin to progress their integration plans, with the first day as
an operationally combined group on January 14, 2016.

In accordance with Article 232-4 of the AMF General Regulation, the offers in
France and in the U.S. will be reopened at the same exchange ratios within 10
French trading days of the publication by the AMF of the final results (which
should occur on January 5, 2016). The AMF will publish the timetable of the
reopened Offer. Nokia believes it is in the best interests of Alcatel-Lucent
shareholders to tender their remaining securities, and invites the remaining
Alcatel-Lucent securities holders to tender their shares, ADSs or OCEANE
convertible bonds into the reopened Offer.

Any Alcatel-Lucent shares, Alcatel-Lucent ADSs or OCEANE convertible bonds not
tendered into the reopened Offer will remain outstanding. After completion of
the Offer, Nokia intends to delist Alcatel-Lucent's ADSs from the New York Stock
Exchange, meaning they would not be tradeable on any regulated securities
exchange, and intends to commence the process of terminating the Alcatel-Lucent
ADR program. Subject to applicable law, Alcatel-Lucent would also be de-
registered under U.S. securities laws, which would mean significantly less
information would be available about the company.

Following closing of the transaction, as previously announced and subject to
Nokia shareholder approval, Nokia plans to execute a EUR 7 billion program to
optimize its capital structure and return excess capital to Nokia shareholders.
This program is planned to include approximately EUR 4 billion in distributions
to Nokia shareholders. Nokia has no plans to provide capital returns to
remaining holders of Alcatel-Lucent securities.

If Nokia reaches 95% ownership of the share capital and voting rights of
Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition, if
Nokia reaches 95% ownership of Alcatel-Lucent's fully diluted shares, it intends
to squeeze-out the remaining OCEANE convertible bonds.

In addition, Nokia reserves the right, subject to applicable law, to cause
Alcatel-Lucent to redeem at par value, plus, as applicable, accrued interest
from the date the interest was last paid, to the date set for the early
redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if
less than 15% of the issued OCEANEs of any such series remain outstanding.

About Nokia
By focusing on the human possibilities of technology, Nokia embraces the
connected world to help people thrive. Our businesses are leaders in their
respective fields: Nokia Networks provides broadband infrastructure, software
and services; and Nokia Technologies provides advanced technology development
and licensing. www.nokia.com

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 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 "intend", "may", "will", "would" and similar
expressions. These forward-looking statements include statements relating to:
the expected announcement of the final results of the Offer, the reopened offer,
the operations of the combined company and Nokia's plans or intentions after the
closing of the reopened offer period. 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 ability of Nokia to integrate Alcatel
Lucent into Nokia operations; the success of the reopened exchange offer and the
implementation of the squeeze-out, if any; the final results of the initial
offer matching the interim results; 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 (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 Tender Offer Statement on
Schedule TO; 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 supplement 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 proposed 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 PROPOSED 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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