Nokia - Company Announcement

Nokia announces settlement of its reopened public exchange offer for Alcatel-Lucent securities and the registration of new shares

Nokia Corporation
Stock Exchange Release
February 12, 2016 at 14:00 (CET +1)

Nokia announces settlement of its reopened public exchange offer for Alcatel-
Lucent securities and the registration of new shares

Espoo, Finland - Nokia today announces that its reopened public exchange offer
for Alcatel-Lucent securities in France and in the United States (the "Reopened
Offer") has been settled and that its new shares have been entered into the
Finnish Trade Register.

As previously announced by the French stock market authority, Autorité des
Marchés Financiers (the "AMF"), on February 10, 2016, 426 695 572 outstanding
ordinary shares, 52 286 499 American Depositary Shares ("ADSs"), 4 795 096
OCEANE 2018 convertible bonds, 19 971 720 OCEANE 2019 convertible bonds, and
56 644 832 OCEANE 2020 convertible bonds of Alcatel-Lucent (Alcatel-Lucent
shares, ADSs and convertible bonds together the "Alcatel-Lucent Securities")
were tendered into the Reopened Offer in France and in the United States, and
accepted by Nokia in consideration for shares or ADSs in Nokia.

The 320 701 193 new Nokia shares issued as consideration for the Alcatel-Lucent
Securities tendered into the Reopened Offer have been entered into the Finnish
Trade Register today. Following entry of the shares into the Finnish Trade
Register, the total number of Nokia's shares equals 5 769 443 837 shares. The
shares carry the right to dividends and all other shareholder rights as of
today.

The Shares have been paid by contribution in kind with Alcatel-Lucent Securities
that have been tendered into the Reopened Offer. The subscription price, EUR
1 694 107 142.10 in aggregate, which is based on the closing price of Nokia's
shares on Nasdaq Helsinki on February 10, 2016, will be recorded in Nokia's fund
for invested non-restricted equity and, consequently, Nokia's share capital
remains unchanged at EUR 245 896 461.96.

As a result of the Reopened Offer Nokia now holds 91.25% of the share capital
and at least 91.17% of the voting rights of Alcatel-Lucent, 99.62% of the
outstanding OCEANE 2018 convertible bonds, 37.18% of the outstanding OCEANE
2019 convertible bonds, and 68.17% of the outstanding OCEANE 2020 convertible
bonds. This equates to Nokia holding 88.07% of the share capital on a fully
diluted basis.

Nokia requested today the conversion of the OCEANE convertible bonds it holds
following settlement of the Reopened Offer. As a result of such conversion, less
than 15% of the 2018 OCEANE convertible bonds will be outstanding and Nokia will
cause Alcatel-Lucent to redeem at par value, plus accrued interest from the date
the interest was last paid, to the date set for the early redemption all of the
outstanding 2018 OCEANE convertible bonds, pursuant to the terms and conditions
of such OCEANE convertible bonds. After the conversion of the OCEANE convertible
bonds tendered into the initial Offer and the Reopened Offer, at the applicable
improved conversion ratios, Nokia will hold 92.34% of the share capital and at
least 92.26% of the voting rights of Alcatel-Lucent.

It is expected that the newly issued Nokia shares will be delivered by Euronext
Paris to the relevant financial intermediaries of the tendering holders of
Alcatel-Lucent securities on February 15, 2016, while the new Nokia ADSs will
today be registered in the name of the former registered Alcatel-Lucent ADS
holders. The trading in the shares is expected to commence on Nasdaq Helsinki
and Euronext Paris as of February 15, 2016 and the trading in the new Nokia ADSs
representing the shares will commence on the New York Stock Exchange as of
February 15, 2016. In addition, it is expected that the relevant financial
intermediaries of Alcatel-Lucent security holders will receive from Euronext
Paris or Citibank, N.A. the cash proceeds corresponding to the fraction of Nokia
shares or ADSs they are entitled to as from March 1, 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. www.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 "believe," "will", "would" and similar expressions. These forward-looking
statements include statements relating to: the delivery by Euronext Paris of the
newly issued Nokia shares to the relevant financial intermediaries of the
tendering holders of Alcatel-Lucent securities; the registration date of the new
Nokia American Depositary Shares ("ADSs"); the trading of the new Nokia Shares
on Nasdaq Helsinki and Euronext Paris, and of the new Nokia ADSs on the New York
Stock Exchange; and the date of the receipt from Euronext Paris or Citibank,
N.A. of the cash proceeds corresponding to the fraction of Nokia shares or ADSs
the Alcatel-Lucent security holders are entitled. 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: regulations surrounding the settlement of the
Reopened Offer, regulatory and contractual restrictions applicable to 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, 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 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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