Nokia - Company Announcement

Nokia resolves to issue new shares in a directed share issue to the Alcatel-Lucent depositary in exchange for Alcatel-Lucent shares

Nokia Corporation
Stock Exchange Release
March 17, 2016 at 08:00 (CET +1)

Nokia resolves to issue new shares in a directed share issue to the Alcatel-
Lucent depositary in exchange for Alcatel-Lucent shares

Espoo, Finland - Nokia announces today that it has resolved to issue a maximum
of 72 842 811 new shares ("Shares", each a "Share") in deviation from
shareholders' pre-emptive rights based on a resolution by the Board of Directors
pursuant to the authorization granted by the Extraordinary General Meeting held
on December 2, 2015. The Shares will be paid by contribution in kind with the
Alcatel-Lucent shares purchased from the JPMorgan Chase Bank, N.A., as
depositary (the "Depositary") in the Alcatel-Lucent American depositary receipts
("ADR") program.

The Shares will be issued to the Depositary as consideration for Alcatel-Lucent
shares that Nokia is expected to purchase from the Depositary pursuant to the
Share Purchase Agreement (the "SPA"), dated March 16, 2016, between Nokia and
the Depositary in order to increase Nokia's ownership in Alcatel-Lucent.
Pursuant to the SPA, Nokia would acquire all Alcatel-Lucent shares underlying
the remaining outstanding ADRs after termination of the ADR program, which is
expected to occur on April 25, 2016.

The Alcatel-Lucent shares will be purchased at the same exchange ratio as that
offered in Nokia's recently completed public exchange offers for Alcatel-Lucent
securities in France and in the United States, i.e. 0.5500 Shares for each
Alcatel-Lucent share. There are currently 127 930 767 Alcatel-Lucent shares in
the ADR program, excluding ADRs owned by Nokia, representing approximately 3.6%
of the share capital and approximately 3.6% of the voting rights of Alcatel-
Lucent as of the date hereof. This would correspond to the issuance of
70 361 922 Nokia Shares and this number may be further reduced by any
cancellations of ADRs occurring through April 25, 2016.

The completion of the purchase and sale of the Alcatel-Lucent shares is subject
to satisfaction or waiver of certain conditions precedent, including the
expiration of the currently pending cancellation period with respect to the
Alcatel-Lucent ADR program, accuracy of representations and warranties,
compliance with covenants and absence of legal restrictions with respect to the
transaction.

The settlement of the purchase of the Alcatel-Lucent shares from the Depositary
is expected to take place during the first half of May 2016, and the final
number of Shares issued will be announced in connection with the settlement.

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

ENQUIRIES

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

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 "expected," "will", "may" and similar expressions. These forward-looking
statements include statements relating to the expected settlement of the
purchase of the Alcatel-Lucent shares, including the timing thereof and the
number of Alcatel-Lucent shares that would be purchased by Nokia. 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 level of cancellation of
ADRs; any regulatory restraints on the transaction; compliance by the parties
with the terms of the Share Purchase Agreement; 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 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.

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