Nokia - Company Announcement

Nokia expects to cross 95% ownership thresholds in Alcatel-Lucent and announces intention to file a public buy-out offer in cash for the remaining Alcatel-Lucent securities followed by a squeeze-out

Nokia Corporation
Stock Exchange Release
June 16, 2016 at 08:00 (CET +1)

Nokia  expects to cross 95% ownership thresholds in Alcatel-Lucent and announces
intention  to file  a public  buy-out offer  in cash  for the remaining Alcatel-
Lucent securities followed by a squeeze-out

Espoo, Finland - Nokia announced today that it has agreed to acquire 24,392,270
Alcatel-  Lucent shares, 9,614,661 Alcatel-Lucent bonds  convertible into new or
exchangeable  for existing  Alcatel-Lucent shares  due on  January 30, 2019 (the
"2019  OCEANEs")  and  2,290,001 Alcatel-Lucent  bonds  convertible  into new or
exchangeable  for existing  Alcatel-Lucent shares  due on  January 30, 2020 (the
"2020  OCEANEs", and together  with the 2019 OCEANEs,  the "OCEANEs"). Nokia has
agreed  to  acquire  the  Alcatel-Lucent  shares  and  OCEANEs through privately
negotiated  transactions in consideration  for an aggregate  cash payment of EUR
85,372,945 for  the Alcatel-Lucent shares (corresponding to  a unit price of EUR
3.50 per  share) and EUR 53,667,125.61 for the  OCEANEs (corresponding to a unit
price  of EUR 4.51 per  2019 OCEANE and EUR  4.50 per 2020 OCEANE). All of these
transactions are expected to have settled on or around June 17, 2016.

Following  these transactions,  Nokia will  own 95.33% of  the share capital and
95.26% of  the voting rights  of Alcatel-Lucent, corresponding  to 95.16% of the
Alcatel-Lucent shares on a fully diluted basis.

Nokia  intends to file with the French  financial market authority (the "AMF") a
public  buy-out offer in cash of the remaining Alcatel-Lucent shares and OCEANEs
during  the third quarter  of 2016, which will  be followed by  a squeeze-out in
cash  (the "Offer"), in accordance  with the General Regulation  of the AMF. The
Offer will be subject to the review and clearance of the AMF.

The  Offer price will be  determined by Nokia after  the publication of Alcatel-
Lucent's  second quarter  2016 financial results  which is  expected to occur on
August 4, 2016 and following the valuation work of the presenting bank appointed
by  Nokia in  connection with  the Offer,  Société Générale,  in accordance with
applicable  rules and regulations.  The valuation is  expected to be  based on a
multicriteria  approach reflecting, among  other things, Alcatel-Lucent's latest
business  plan and the price paid by Nokia in cash acquisitions of  EUR 3.50 per
Alcatel-Lucent share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE. The
Offer  price will also  be subject to  the assessment of  the independent expert
appointed  by  Alcatel-Lucent's  board  of  directors in accordance with Article
261-1 of  the AMF General Regulation. The independent expert is also expected to
issue a fairness opinion regarding the proposed Offer price.

A stock exchange release will be published in due course to inform the market of
the precise Offer price.

About Nokia
Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Nokia 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


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 "intend",  "will", "expect", and similar expressions.
These  forward-looking statements  include statements  relating to: the expected
filing  and  the  filing  date  of  the  Offer  with  the  AMF;  the process for
determining  the price of the Offer;  the expected valuation methodology and the
review  of the price of the Offer  by Alcatel Lucent's independent expert. 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 contents of Alcatel Lucent's
business  plan; Alcatel Lucent's second quarter financial results; review of the
Offer  by the  AMF; the  assessment of  the price  of the  Offer by  the Alcatel
Lucent's  independent expert; and  the impact on  Nokia 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  proposed  public buy-out offer
followed  by a squeeze-out announced by Nokia for all of the ordinary shares and
OCEANE  convertible bonds of Alcatel Lucent.  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
or  OCEANE convertible bonds of  Alcatel Lucent, nor is  it a substitute for the
Tender   Offer  Statement  on  Schedule  TO  or  Form  CB;  the  Solicitation  /
Recommendation  Statement on Schedule  14D-9 to be filed  with the SEC, or Nokia
and ALU's draft joint offer document (projet de note d'information conjointe) to
be  filed with  the Autorité  des marchés  financiers (the "AMF") (including the
letters  of transmittal  and related  documents and  as amended and supplemented
from  time to  time, the  "Offer Documents").  The proposed public buy-out offer
followed by a squeeze-out is being made only through the Offer Documents.

INVESTORS  AND SECURITY HOLDERS  ARE URGED TO  READ THE OFFER  DOCUMENTS AND ALL
OTHER  RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL  LUCENT MAY FILE WITH THE SEC OR
AMF  WHEN THEY BECOME AVAILABLE BECAUSE  THEY CONTAIN IMPORTANT INFORMATION THAT
INVESTORS  AND  SECURITY  HOLDERS  SHOULD  CONSIDER  BEFORE  MAKING ANY DECISION
REGARDING THE PROPOSED PUBLIC BUY-OUT OFFER FOLLOWED BY A SQUEEZE-OUT.
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 Offer Documents and other documents referred to above, if filed or furnished
by  Nokia or Alcatel Lucent with the  SEC, as applicable, will be available free
of charge at the SEC's website (www.sec.gov).
Nokia  and  ALU's  draft  joint  offer  document  (project de note d'information
conjointe)  which will contain detailed information  with regard to the proposed
public  buy-out  offer  followed  by  a  squeeze-out,  will  be available on the
websites  of  the  AMF  (www.amf-france.org),  Nokia (www.nokia.com) and Alcatel
Lucent (www.alcatel-lucent.com) at the time of filing.


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