Nokia - Tender offer

Final results of the tender offer: Nokia Solutions and Networks completes the offer with a holding exceeding 90% of all Comptel shares and votes and opens a subsequent offer period

Nokia Corporation
Stock Exchange Release
April 3, 2017 at 9:30 (CET +1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.

Final results of the tender offer: Nokia Solutions and Networks completes the
offer with a holding exceeding 90% of all Comptel shares and votes and opens a
subsequent offer period

Espoo, Finland - The offer period under the recommended public cash tender offer
by Nokia Solutions and Networks Oy (the "Offeror"), a wholly-owned indirect
subsidiary of Nokia Corporation, to purchase all of the issued and outstanding
shares and option rights of Comptel Corporation ("Comptel") that are not owned
by Comptel or any of its subsidiaries (the "Tender Offer") expired on March
29, 2017.

According to the final results of the Tender Offer, the shares tendered in the
Tender Offer, together with Comptel shares acquired by the Offeror through
market purchases, represent approximately 90.51% of all the shares and votes in
Comptel (excluding the treasury shares held by Comptel) and approximately
85.30% of all the shares and votes of Comptel on a fully diluted basis as
defined in the offer document for the Tender Offer. In addition, 89.34% of
Comptel's 2014 option rights and all of Comptel's 2015 option rights have been
tendered in the Tender Offer. Consequently, as the Offeror's ownership in
Comptel exceeds nine-tenths (9/10) of the shares and voting rights in Comptel,
the Offeror is entitled to redeem the remaining Comptel shares under the Finnish
Limited Liability Companies Act.

According to the terms and conditions of the Tender Offer, the completion of the
Tender Offer is subject to more than 90% of all the shares in Comptel, together
with any other Comptel shares acquired by the Offeror or Nokia Corporation, on a
fully diluted basis (as defined in the offer document for the Tender Offer),
having been tendered in the Tender Offer (the "Minimum Acceptance Condition").
As the Offeror's holding will not exceed the fully diluted 90% threshold as
defined in the Minimum Acceptance Condition, the Offeror has decided to waive
the Minimum Acceptance Condition. As the Minimum Acceptance Condition has been
waived and all other conditions to completion are satisfied, the Offeror will
complete the Tender Offer in accordance with its terms and conditions. The
completion trades will be settled and the offer consideration will be paid to
the shareholders and holders of option rights who have validly accepted the
Tender Offer in accordance with the terms and conditions of the Tender Offer on
or about April 6, 2017.

In order to allow the remaining shareholders and holders of option rights the
possibility to still accept the Tender Offer, the Offeror has decided to extend
the offer period by a subsequent offer period in accordance with the terms and
conditions of the Tender Offer (the "Subsequent Offer Period"). The Subsequent
Offer Period will commence on April 4, 2017 and expire on April 19, 2017. During
the Subsequent Offer Period, the Tender Offer can be accepted in accordance with
the acceptance procedure described in the terms and conditions of the Tender
Offer. The acceptance will be binding and cannot be withdrawn. Further
instructions can be obtained from any branch office of Nordea Bank AB (publ),
Finnish branch.

The Offeror will announce the preliminary percentage of the shares and option
rights validly tendered during the Subsequent Offer Period on or about April
20, 2017 and the final percentage on or about April 24, 2017. The offer
consideration for the shares and option rights validly tendered during the
Subsequent Offer Period will be paid to the shareholders and holders of option
rights on or about April 27, 2017 in accordance with the payment procedures
described in the terms and conditions of the Tender Offer.

It is the Offeror's intention to acquire all the shares and option rights in
Comptel. As the Offeror's ownership in Comptel exceeds nine-tenths (9/10) of the
shares and voting rights in Comptel after the settlement of the shares tendered
in the Tender Offer, the Offeror intends to initiate compulsory redemption
proceedings for the remaining Comptel shares under the Finnish Limited Liability
Companies Act as well as the redemption of the remaining option rights in
accordance with their terms and conditions.

The Offeror or Nokia Oyj may purchase shares and option rights in Comptel also
in public trading on Nasdaq Helsinki or otherwise at a price not exceeding the
offer price of EUR 3.04 per share and at a price not exceeding the offer price
for the option rights as follows: EUR 2.56 for each 2014A option right, EUR
2.16 for each 2014B option right and EUR 1.53 for each 2014C option right.

Media Enquiries:
Nokia
Communications
Phone: +358 (0) 10 448 4900
E-mail: press.services@nokia.com

Investor Enquiries:
Nokia
Investor Relations
Phone: + 358 40 803 4080
E-mail: investor.relations@nokia.com

About Nokia
Nokia is a global leader innovating the technologies at the heart of our
connected world. Powered by the research and innovation of Nokia Bell Labs, we
serve communications service providers, governments, large enterprises and
consumers, with the industry's most complete, end-to-end portfolio of products,
services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com

About Comptel
Life is digital moments. Comptel perfects these by transforming how you serve,
meet and respond to the needs of "Generation Cloud" customers.
Our solutions allow you to innovate rich communications services instantly,
master the orchestration of service and order flows, capture data-in-motion and
refine your decision-making. We apply intelligence to reduce friction in your
business.

Comptel has enabled the delivery of digital and communications services to more
than 2 billion people. Every day, we care for more than 20% of all mobile usage
data. Nearly 300 service providers across 90 countries have trusted us to
perfect customers' digital moments. For more information, visit www.comptel.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.

FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its businesses are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering arrangements,
joint ventures or the creation of joint ventures, as well as our expected
customer reach; I) outcome of pending and threatened litigation, arbitration,
disputes, regulatory proceedings or investigations by authorities;J)
expectations regarding restructurings, investments, uses of proceeds from
transactions, acquisitions and divestments and our ability to achieve the
financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including our
expectations, intentions and targets related to the acquisition of Comptel, the
extension of the offer period for the tender offer and squeeze-out of the
remaining shares; and K) statements preceded by or including "believe,"
"expect," "anticipate," "foresee," "sees," "target," "estimate," "designed,"
"aim," "plans," "intends," "focus," "continue," "project," "should," "will" or
similar expressions.

These statements are based on management's best assumptions and beliefs in light
of the information currently available to it. Because they involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect. Factors, including risks and uncertainties that could cause
these differences include, but are not limited to: 1) our ability to execute our
strategy, sustain or improve the operational and financial performance of our
business and correctly identify and successfully pursue business opportunities
or growth; 2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, as well as the
benefits of the acquisition of Comptel, and our ability to implement our
organizational and operational structure efficiently; 3) general economic and
market conditions and other developments in the economies where we operate; 4)
competition and our ability to effectively and profitably compete and invest in
new competitive high-quality products, services, upgrades and technologies and
bring them to market in a timely manner; 5) our dependence on the development of
the industries in which we operate, including the cyclicality and variability of
the information technology and telecommunications industries; 6) our global
business and exposure to regulatory, political or other developments in various
countries or regions, including emerging markets and the associated risks in
relation to tax matters and exchange controls, among others; 7) our ability to
manage and improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel Lucent and the
acquisition of Comptel; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 10) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce economic trade
sanctions and policies, and the possibility of proceedings or investigations
that result in fines, penalties or sanctions; 11) the potential complex tax
issues, tax disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 12) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 13) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 14) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 15) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; and 16) our ability to achieve
targeted benefits from or successfully implement planned transactions, including
the acquisition of Comptel, as well as the liabilities related thereto, as well
as the risk factors specified on pages 67 to 85 of our annual report on Form 20-
F under "Operating and financial review and Prospects-Risk factors", and in our
other filings with the U.S. Securities and Exchange Commission. Other unknown or
unpredictable factors or underlying assumptions subsequently proven to be
incorrect could cause actual results to differ materially from those in the
forward-looking statements. We do not undertake any obligation to publicly
update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER, (IV) ARE
OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS TO WHOM AN INVITATION OR
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR
SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").  THIS STOCK EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS
RELATING THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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