Nokia - Tender offer

Preliminary results of Nokia Solutions and Networks' tender offer for all the shares and option rights of Comptel

Nokia Corporation
Stock Exchange Release
March 30, 2017 at 16:00 (CET +1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY 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.

Preliminary results of Nokia Solutions and Networks' tender offer for all the
shares and option rights of Comptel

Espoo, Finland - 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, to purchase all of the issued and outstanding
shares and option rights in Comptel Corporation ("Comptel") that are not owned
by Comptel or any of its subsidiaries (the "Tender Offer") expired on March
29, 2017.

According to the preliminary results of the Tender Offer, the shares tendered in
the Tender Offer represent approximately 88.39% of all the shares and votes in
Comptel (excluding the treasury shares held by Comptel) and approximately
83.30% of all the shares and votes of Comptel on a fully diluted basis as
defined in the terms and conditions of the Tender Offer. In total, approximately
75.31% of Comptel's 2014 option rights and all of Comptel's 2015 option rights
have been tendered in the Tender Offer.

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, having been tendered in the Tender Offer (the "Minimum
Acceptance Condition"). In light of the preliminary results, the Offeror intends
to waive the Minimum Acceptance Condition provided that the final results of the
Tender Offer confirm the preliminary results. If the Minimum Acceptance
Condition is waived and all other conditions to completion are satisfied, the
Offeror will complete the Tender Offer in accordance with its terms and
conditions.

"We are very pleased with the preliminary results announced today, which show
strong support from Comptel shareholders for the rationale underpinning the
planned acquisition and the long-term vision shared by both companies. We look
forward to completing this offer in the coming days, and taking the next steps
to finalize the transaction," said Nokia Chief Financial Officer Kristian
Pullola.

The Offeror will confirm and announce the final results of the Tender Offer on
or about April 3, 2017 and at the same time confirm whether the Tender Offer
will be completed. In connection with the announcement of the final results, and
provided that the Tender Offer will be completed, the Offeror intends to extend
the offer period by a subsequent offer period, as referred to in the terms and
conditions of the Tender Offer.

The Offeror or Nokia Corporation may now 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 in cash per share and at a price not
exceeding the offer price for the option rights as follows: EUR 2.56 in cash for
each 2014A option right, EUR 2.16 in cash for each 2014B option right and EUR
1.53 in cash for each 2014C option right.

Media Enquiries:
Nokia
Communications
Phone: +358 (0) 10 448 4900
E-mail: press.services@nokia.com

Investor Enquiries:
Nokia
Investor Relations
Phone: + 358 40 803 4080
E-mail: investor.relations@nokia.com

About Nokia
Nokia is a global leader innovating the technologies at the heart of our
connected world. Powered by the research and innovation of Nokia Bell Labs, we
serve communications service providers, governments, large enterprises and
consumers, with the industry's most complete, end-to-end portfolio of products,
services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.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
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.

FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering arrangements,
joint ventures or the creation of joint ventures, as well as our expected
customer reach; I) outcome of pending and threatened litigation, arbitration,
disputes, regulatory proceedings or investigations by authorities; J)
expectations regarding restructurings, investments, uses of proceeds from
transactions, acquisitions and divestments and our ability to achieve the
financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including our
expectations, intentions and targets related to the acquisition of Comptel, the
extension of the offer period for the tender offer and possible purchases of
share or option rights; and K) statements preceded by or including "believe,"
"expect," "anticipate," "foresee," "sees," "target," "estimate," "designed,"
"aim," "plans," "intends," "focus," "continue," "project," "should," "will" or
similar expressions.

These statements are based on management's best assumptions and beliefs in light
of the information currently available to it. Because they involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect. Factors, including risks and uncertainties that could cause
these differences include, but are not limited to: 1) our ability to execute our
strategy, sustain or improve the operational and financial performance of our
business and correctly identify and successfully pursue business opportunities
or growth; 2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, as well as the
benefits of the acquisition of Comptel, and our ability to implement our
organizational and operational structure efficiently; 3) general economic and
market conditions and other developments in the economies where we operate; 4)
competition and our ability to effectively and profitably compete and invest in
new competitive high-quality products, services, upgrades and technologies and
bring them to market in a timely manner; 5) our dependence on the development of
the industries in which we operate, including the cyclicality and variability of
the information technology and telecommunications industries; 6) our global
business and exposure to regulatory, political or other developments in various
countries or regions, including emerging markets and the associated risks in
relation to tax matters and exchange controls, among others; 7) our ability to
manage and improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel Lucent and the
acquisition of Comptel; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 10) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce economic trade
sanctions and policies, and the possibility of proceedings or investigations
that result in fines, penalties or sanctions; 11) the potential complex tax
issues, tax disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 12) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 13) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 14) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 15) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; and 16) our ability to achieve
targeted benefits from or successfully implement planned transactions, including
the acquisition of Comptel, as well as the liabilities related thereto, as well
as the risk factors specified on pages 67 to 85 of this annual report on Form
20-F under "Operating and financial review and Prospects-Risk factors", and in
our other filing in our other filings with the U.S. Securities and Exchange
Commission. Other unknown or unpredictable factors or underlying assumptions
subsequently proven to be incorrect could cause actual results to differ
materially from those in the forward-looking statements. We do not undertake any
obligation to publicly update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY 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
OFFER 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, AUSTRALIA, 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 EXCHANGE 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 ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTICLE 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 REFERRED 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 INVESTMENT 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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