Nokia - Company Announcement

Nokia reminds holders of Alcatel-Lucent securities that it may waive the minimum tender condition in accordance with U.S. regulatory requirements

Nokia Corporation
Stock Exchange Release
December 11, 2015 at 11:00 (CET+1)

Nokia reminds holders of Alcatel-Lucent securities that it may waive the minimum
tender condition in accordance with U.S. regulatory requirements

Espoo, Finland - In order to comply with U.S. regulations, Nokia is required to
remind holders of Alcatel-Lucent securities that it has the option, on the date
of the announcement of the final results of the exchange offer and in its sole
discretion, subject to the terms and conditions of the public exchange offer, to
waive the minimum tender condition of the exchange offer to 50% of the Alcatel-
Lucent share capital and voting rights (taking into account Alcatel-Lucent
convertible bonds tendered into the exchange offer). The minimum tender
condition is set at more than 50% of the Alcatel-Lucent shares on a fully
diluted basis. Holders of Alcatel-Lucent securities are advised that they have
the right to withdraw tendered Alcatel-Lucent securities immediately, if their
willingness to tender would be affected by the option to exercise the
waiver. Withdrawal rights of the holders of Alcatel Lucent ordinary shares and
convertible bonds will terminate at the expiration date of the exchange offer
(currently, 11:00AM New York time (5:00PM Paris time) on December 23, 2015) and
withdrawal rights of the holders of Alcatel Lucent American depositary shares
will terminate at the ADS tender deadline (currently, 5:00PM New York time on
December 22, 2015).

This announcement does not constitute a reduction or waiver of the minimum
tender condition at this time; nor does it indicate an intention by Nokia to
exercise its option to waive the minimum tender condition in the future; nor
does it indicate current acceptance levels of the exchange offer.

Nokia remains fully committed to its proposed combination with Alcatel-Lucent
which is expected to create a global leader in next generation technology and
services for an IP connected world. Nokia firmly believes that the proposed
transaction is in the best interests of both Alcatel-Lucent and Nokia
shareholders.

Documentation relating to the public exchange offer and the related listing of
shares is available on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-
alcatel-lucent-transaction/.


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 "may," "will," and similar expressions. These forward-
looking statements include statements relating to: waiver of the minimum tender
condition and timing of the availability of information concerning the minimum
tender condition. 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
success of the exchange offer and timely compliance with the logistics of the
exchange offer process in accordance with applicable regulations, 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
Scheduled 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 tender 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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