Nokia - Company Announcement

Nokia Board of Directors approves the Nokia Equity Program for 2016 and the issuance of shares held by the company

Nokia Corporation
Stock Exchange Release
February 11, 2016 at 08:30 (CET +1)

Nokia Board of Directors approves the Nokia Equity Program for 2016 and the
issuance of shares held by the company

Espoo, Finland - Nokia announced today that its Board of Directors has approved
the Nokia's equity program for 2016 (the "Equity Program 2016"). In line with
previous years, the Nokia Equity Program 2016 includes the following equity
instruments:
  * An employee share purchase plan for Nokia employees in selected
    jurisdictions (the "Employee Share Purchase Plan"), entitling the eligible
    employees to contribute a part of their salary to purchase Nokia shares.
    After a 12-month holding period, Nokia will offer the employees one matching
    share for every two purchased shares held by the an employee at the end of
    the holding period;
  * Performance shares, which are dependent on the achievement of independent
    performance criteria ("Performance Share"); and
  * Restricted shares, which are used on a limited basis or in exceptional
    retention and recruitment circumstances ("Restricted Shares").

Nokia Equity Program 2016
The Equity Program 2016 is designed to support and align the participants' focus
with Nokia's strategy and long-term success. Employees of Alcatel-Lucent, who
have transferred to Nokia as part of the acquisition of Alcatel-Lucent, are also
eligible to participate in the Equity Program 2016.

Nokia uses Performance Shares as the main long-term incentive vehicle with the
intention of effectively contributing to the long-term value creation and
sustainability of the company and to align interests of the employees with those
of Nokia's shareholders. Performance Shares are also designed to ensure that the
overall equity-based compensation is based on performance, while also supporting
the recruitment and ensuring retention of vital talent for the future success of
Nokia.

Restricted Shares are granted on a limited basis for exceptional purposes
related to retention and recruitment, primarily in the United States, to ensure
Nokia is able to retain and recruit vital talent for the future success of the
company.

Since 2014, stock options have no longer been part of the Nokia Equity Programs.

Employee Share Purchase Plan
Under the Employee Share Purchase Plan, the eligible Nokia employees may elect
to make monthly contributions from their net salary to purchase Nokia shares.
Participation in the plan is voluntary.

The annual minimum and maximum contribution limit to the Employee Share Purchase
Plan is EUR 180 and EUR 1 200, respectively. Generally, the share purchases will
be made at market value on pre-determined dates on a monthly basis during a 12-
month period. In October 2017, Nokia intends to deliver one matching share for
every two purchased shares that the participant still holds on July 31, 2017,
which marks the end of the Employee Share Purchase Plan cycle for 2016. The
aggregate maximum amount of contributions that employees can make during the
enrolment window for the plan cycle commencing in 2016 will be approximately EUR
60 million, which equals approximately 11 494 253 Nokia shares using the
February 8, 2016 Nokia closing price of EUR 5.22 on Nasdaq Helsinki. Based on
the matching ratio of one matching share for every two purchased shares, the
number of matching shares would be approximately 5 747 126. In addition, to
welcome employees of Alcatel-Lucent who have transferred to Nokia as part of the
acquisition of Alcatel-Lucent and to mark the beginning of the new Nokia Group,
Nokia intends to offer 20 free shares for every participant making the first
three consecutive share purchases in 2016.

The Employee Share Purchase Plan is planned to be offered to Nokia employees in
up to 54 countries for the plan cycle commencing in 2016. The savings period is
intended to start in July 2016 and the first monthly purchases are planned to be
made in August 2016.

Performance Shares
Under the Performance Share plan, target pay-out will depend on whether
independent performance criteria have been met by the end of the performance
period. The performance criteria are Nokia's continuing operations average
annual non-IFRS net sales and average annual non-IFRS earnings-per share
(diluted).

The Performance Share plan of 2016 has a two-year performance period (2016-
2017) and a subsequent one-year restriction period. The number of Performance
Shares to be settled after the restriction period will start at 25 per cent of
the grant amount and any pay-out beyond this will be determined with reference
to the financial performance during the two-year performance period. The grant
under the Performance Share plan could result in an aggregate maximum pay-out of
51 million Nokia shares, in the event that maximum performance against all the
performance criteria is achieved.

Restricted Shares
The Restricted Shares under the 2016 Restricted Share plan are divided into
three tranches, each tranche consisting of one third of the Restricted Shares
granted. The first tranche has a one-year restriction period, the second tranche
a two-year restriction period, and the third tranche a three-year restriction
period. The grant of Restricted Shares in 2016 could result in an aggregate
maximum payout of 1 350 000 Nokia shares.

Employees covered by the Equity Program 2016
In accordance with the previous year's practice, the primary equity instruments
granted to executive employees and directors below the executive level are
Performance Shares.

Nokia limits the use of Restricted Shares as means of compensation. However, to
support the specific needs, practices and competitive market environment in the
United States, restricted shares may be used, in conjunction with the use of
performance shares, on a limited basis in the United States.

In addition, shares under the Restricted Share plan can be granted for
exceptional retention or recruitment purposes, aimed primarily at US markets, to
ensure Nokia is able to retain and recruit vital talent for the future success
of Nokia.

Nokia employees in up to 54 countries are planned to be offered the possibility
to participate in the Employee Share Purchase Plan for the cycle commencing in
2016, provided that there are no local regulatory or administrative restraints
in relation to such plan.

Employees of Alcatel-Lucent who have transferred to Nokia as part of the
acquisition of Alcatel-Lucent are included in equity plans under the Equity
Program 2016.

Dilution effect
On February 10, 2016, Nokia announced the final results of its subsequent offer
period for outstanding Alcatel-Lucent securities. As of February 12, 2016,
subject to and following the registration of new Nokia shares issued as
consideration for the Alcatel-Lucent securities tendered into the subsequent
French and/or U.S. offers, and consequently, included in the aggregate amount of
Nokia shares, the aggregate maximum dilution effect of Nokia's currently
outstanding equity programs, assuming that the Performance Shares would be
delivered at maximum level, is approximately 0.86 per cent. The potential
maximum dilution effect of the Equity Program 2016 would approximately be an
additional 1.04 per cent, assuming delivery at maximum level for Performance
Shares and the delivery of matching shares against the maximum amount of
contributions of approximately EUR 60 million under the Employee Share Purchase
Plan. Employees of Alcatel-Lucent that have transferred as part of the
acquisition of Alcatel-Lucent are only included in equity plans under the Equity
Program 2016.

Issuance of Nokia shares for settlement of various Nokia equity plans
The performance period for the 2014 Performance Share Plan ended on December
31, 2015, and Nokia's performance over 2014 and 2015, assessed against the
independent performance criteria set out in the plan rules, was above the
threshold performance level for the plan. The settlement to the participants
under the plan is planned to take place after the restriction period ends on
January 1, 2017.

To fulfill Nokia's obligations under the 2012, 2013 and 2015 Restricted Share
Plans as well as the 2013 Performance Share Plan in respect of shares to be
settled in 2016, Nokia's Board of Directors has resolved to issue, without
consideration, a total of 1 657 000 Nokia shares held by the company to settle
its commitments to plan participants, who are all employees of the Nokia Group.

Issuance of Nokia shares to beneficiaries of Alcatel-Lucent employee equity
compensation arrangements
In accordance with the Memorandum of Understanding dated April 15, 2015 between
Nokia and Alcatel-Lucent, as amended, Nokia has entered into liquidity
agreements with beneficiaries of Alcatel-Lucent employee equity compensation
arrangements who accepted to subscribe for the liquidity program for the
exchange of their Alcatel Lucent shares resulting from Alcatel-Lucent equity
instruments that they hold for Nokia shares in certain circumstances.

To fulfill Nokia's obligations under the aforementioned agreements, Nokia's
Board of Directors has resolved, pursuant to the share issue authorization
granted by the Extraordinary General Meeting of Nokia on December 2, 2015, to
issue a maximum amount of 400 000 Nokia shares held by the company in the course
of 2016 against contribution in kind in the form of the Alcatel-Lucent shares
being exchanged for the Nokia shares. The exchange ratio applied in such
exchanges is the same as the exchange ratio applied in Nokia's public exchange
offer for Alcatel-Lucent securities, subject to certain adjustments in the event
of certain financial transactions by Nokia or Alcatel-Lucent.

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


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 "plan", "intend", "may", "will", "would" and similar expressions. These
forward-looking statements include statements relating to: the employees
eligible for the Employee Share Purchase Plan; the financial terms of the
Employee Share Purchase Plan, including the purchase price, aggregate total
amount and Nokia's planned matching and other incentives; the timeline of the
Employee Share Purchase Plan; the terms and conditions of the Performance Share
Plan; the dilutive effect of the share issuances in connection with the equity
plans; the details surrounding the settlement of the various outstanding Nokia
equity plans and the number of shares to be issued in connection with the
Alcatel-Lucent employee equity compensation arrangement. 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 number of employees who will participate in
the equity plans; Nokia's share price; 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 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 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 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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