Nokia - Company Announcement

Nokia has supplemented its listing prospectus relating to the combination with Alcatel-Lucent

Nokia Corporation
Stock Exchange Release
February 2, 2016 at 10:15 (CET +1)

Nokia has supplemented its listing prospectus relating to the combination with
Alcatel-Lucent

Espoo, Finland - Nokia announced today that it has supplemented its English
language listing prospectus dated October 23, 2015 relating to the combination
with Alcatel-Lucent (together with the first supplement of the listing
prospectus dated November 16, 2015, the "Listing Prospectus"). The Listing
Prospectus will be used for the listing on Nasdaq Helsinki and Euronext Paris of
the new shares to be issued as consideration to Alcatel-Lucent security holders
and in connection with the reopened public exchange offer for Alcatel-Lucent
securities in France.

The Finnish Financial Supervisory Authority has on February 2, 2016 approved a
supplement to the Listing Prospectus ("Supplement") containing certain updates
based on announcements and developments that have taken place after the approval
of the Listing Prospectus and its first supplement on November 16, 2015, such
as, among others, the resolution of the Extraordinary General Meeting of Nokia
shareholders on December 2, 2015, to approve the share issue authorization and
other resolutions relating to the combination of Nokia and Alcatel-Lucent, the
completion of the sale of Nokia's HERE business, the results of the initial
offer period and related issuance of new shares to Alcatel-Lucent security
holders, the timing of the reopened offer, the composition of Nokia's Board of
Directors and Group Leadership Team as well as the arbitral award in patent
license arbitration with Samsung and its financial impact for Nokia
Technologies.

The Supplement will be notified by the Finnish Financial Supervisory Authority
to the French stock market authority Autorité des Marchés Financiers in
accordance with the EU Prospectus Directive.

The Supplement has been attached to this stock exchange release and will,
together with the Listing Prospectus and its first supplement, be available on
Nokia's website at http://company.nokia.com/en/investors/financial-
reports/filings-related-to-the-alcatel-lucent-transaction as of February
2, 2016. The Supplement will also be available at the reception of Nasdaq
Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland, and at the head office
of Nokia at Karaportti 3, FI-02610 Espoo, Finland, as of February 3, 2016.

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

Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com

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 "will", "to be", and similar expressions. These forward-looking statements
include statements relating to: the use of the Listing Prospectus and its
notification to the AMF (as defined below). 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: Nokia's ability to comply with the relevant
securities regulations, as well as other risk factors listed from time to time
in Nokia's filings with the U.S. Securities and Exchange Commission (the "SEC")
and the French Autorité des marchés financiers (the "AMF").

The forward-looking statements should be read in conjunction with the other
cautionary statements that are included elsewhere, including the Risk Factors
section of Nokia'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 or the AMF. 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, Nokia's businesses 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, 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).

[HUG#1982944]

Attachments:

Nokia - Supplement to the Listing Prospectus 2 February 2016.pdf