Nokia - Company Announcement

The French stock market authority has approved Nokia's public exchange offer for the securities of Alcatel-Lucent

Nokia Corporation
Stock Exchange Release
November 12, 2015 at 19.45 (CET +1)

The French stock market authority has approved Nokia's public exchange offer for
the securities of Alcatel-Lucent

Espoo, Finland - Nokia today announced that the French Stock Market Authority
(Autorité des marchés financiers, the "AMF") has approved Nokia's public
exchange offer for the securities of Alcatel Lucent and delivered its visa on
Nokia's offer document (note d'information). As previously announced, Nokia
intends to acquire all ordinary shares, American depositary shares ("ADSs") and
convertible bonds ("OCEANEs") issued by Alcatel-Lucent through a public exchange
offer in France (the "French Offer") and in the United States (the "U.S. Offer")
whereby Alcatel-Lucent securities will be exchanged for Nokia shares in the
French Offer and Nokia shares or Nokia ADSs in the U.S. Offer (jointly, the"Exchange Offer").

Nokia expects that the Exchange Offer would be opened on November 18, 2015,
closed on December 23, 2015 and settled on January 7, 2016. Assuming that the
Exchange Offer is successful, the Exchange Offer would be reopened on January
14, 2016, close on February 3, 2016 and settle on February 12, 2016. Once the
Exchange Offer opens, the proposed transaction will remain subject to approval
by Nokia shareholders and the satisfaction of the minimum tender condition set
at more than 50% of Alcatel-Lucent's share capital on a fully diluted basis,
unless such condition is waived in accordance with applicable law and
regulation. Nokia expects that the admission of its ordinary existing shares to
trading and listing on Euronext Paris would occur on November 19, 2015.

Nokia's offer document (note d'information) will be available on Nokia's website
at http://company.nokia.com/en/investors/financial-reports/filings-related-to-
the-alcatel-lucent-transaction as of November 12, 2015.

The AMF has also today delivered its visa on the response document (note en
réponse) filed by Alcatel-Lucent, which includes, inter alia, the report issued
by Associés en Finance, acting as independent expert in connection with the
French Offer concluding that the terms of the public exchange offer by Nokia on
Alcatel-Lucent's shares and OCEANEs are fair. The response document will be
available on Nokia's website at http://company.nokia.com/en/investors/financial-
reports/filings-related-to-the-alcatel-lucent-transaction as of November
12, 2015.


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

About Nokia
By focusing on the human possibilities of technology, Nokia embraces the
connected world to help people thrive. Our three businesses are leaders in their
fields: Nokia Networks provides broadband infrastructure, software and services;
HERE provides mapping, navigation and location intelligence; and Nokia
Technologies provides advanced technology development and licensing.
www.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 reflectNokia'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 "anticipate,""should,""likely,""foresee,""believe,""estimate,""expect,""intend,""continue,""could,""may,""plan,""project,""predict,""will" and
similar expressions. These forward-looking statements include statements
relating to the conditions to closing, the proposed indicative timetable for the
exchange offer including the opening, closing and settlement date of the
exchange offer, and the expected outcomes of the combination of Nokia and
Alcatel Lucent. 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 forward-looking statements are only predictions based upon our current
expectations and views of future events and developments and are subject to
risks and uncertainties that are difficult to predict because they relate to
events and depend on circumstances that will occur in the future. Risks and
uncertainties include: the necessary stock exchange clearances to open the
public exchange offers, minimum tender acceptances, shareholder approval to
close the proposed transaction, consummation of the proposed transaction and
Nokia's ability to integrate Alcatel Lucent.

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 U.S.
Securities and Exchange Commission ("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 release relates to the proposed 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 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 or the Preliminary
Prospectus / Offer to Exchange included in the Registration Statement on Form F-
4 (the "Registration Statement"), a preliminary draft of which was filed by
Nokia with the SEC on August 14, 2015 (as amended on October 22, 2015 and
November 6, 2015), the Solicitation / Recommendation Statement on Schedule
14D-9 to be filed by Alcatel Lucent with the SEC, the listing prospectus of
Nokia filed by Nokia with and approved by the Finnish Financial Supervisory
Authority on October 23, 2015 or the offer document (note d'information) filed
by Nokia with and, which received the visa of, the AMF on November 12, 2015 or
the response document (note en réponse) filed by Alcatel Lucent with, and which
received the visa of, the AMF on November 12, 2015 (including the letter 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 proposed exchange offer will
be made only through the Exchange Offer Documents.

The making of the proposed 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. Other than the preliminary draft of the Registration Statement, the
Exchange Offer Documents have not yet been filed with the SEC. The tender 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 OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.

The information contained in this 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, including the
preliminary Registration Statement, are or will be 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), containing detailed information with regard to the
French public 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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