Nokia - Company Announcement

Nokia launches its public exchange offer for all the outstanding shares, American depositary shares and OCEANE convertible bonds of Alcatel-Lucent

Nokia Corporation
Stock Exchange Release
November 18, 2015 at 13:45 (CET +1)

Nokia launches its public exchange offer for all the outstanding shares,
American depositary shares and OCEANE convertible bonds of Alcatel-Lucent

Espoo, Finland - Following the clearance decision on Nokia's public exchange
offer by the French stock market authority (Autorité des Marchés Financiers, the"AMF") on November 12, 2015, Nokia announced today that it has commenced a
public exchange offer to exchange all outstanding ordinary shares (the "Alcatel-
Lucent Shares"), American depositary shares (the "Alcatel-Lucent ADSs") and
OCEANE convertible bonds (the "OCEANEs") of Alcatel-Lucent for Nokia shares or
Nokia American depositary shares ("Nokia ADSs"). Nokia believes that the
combined company will be better positioned to compete as a world leader in
network technologies over the long-term. The boards of directors of both
companies unanimously support the proposed combination."With the launch of this public exchange offer, we are entering the final phase
of our proposed acquisition of Alcatel-Lucent in a position of strength and are
on track to be ready to operate as one company," said Nokia President and CEO,
Rajeev Suri. "The strategic logic underpinning the combination grows stronger
every day and the combined company is expected to offer a long term value
creation opportunity for Alcatel-Lucent shareholders and convertible
bondholders. A successful public exchange offer would mark the completion of
Nokia's transformation to create a new leader in next generation technology and
services for an IP connected world."

The financial terms of the public exchange offer are as follows:
  * 0.5500 Nokia share for every Alcatel-Lucent Share tendered into the offer;
  * 0.5500 Nokia ADS for every Alcatel-Lucent ADS tendered into the offer;
  * 0.6930 Nokia share for every OCEANE due July 1, 2018 tendered into the
    offer;
  * 0.7040 Nokia share for every OCEANE due January 30, 2019 tendered into the
    offer; and
  * 0.7040 Nokia share for every OCEANE due January 30, 2020 tendered into the
    offer.

The public exchange offer is comprised of two separate offers: the French offer
and the U.S. offer, which are made on the same financial terms.

The French offer is being made to:
  * all holders of outstanding Alcatel-Lucent Shares; and
  * all holders of outstanding OCEANEs.

Holders of Alcatel-Lucent Shares and OCEANEs located outside of France may not
participate in the French offer except if, pursuant to the local laws and
regulations applicable to those holders, they are permitted to participate in
the French offer.

Nokia has filed with the AMF an offer document which received the visa of the
AMF No. 15-573 on November 12, 2015 and sets forth the terms and conditions to
the French offer.

The U.S. offer is being made to:
  * all U.S. holders of outstanding Alcatel-Lucent Shares;
  * all holders of outstanding Alcatel-Lucent ADSs, wherever located; and
  * all U.S. holders of outstanding OCEANEs.

Holders of Alcatel Lucent ADSs located outside of the United States may
participate in the U.S. offer only to the extent the local laws and regulations
applicable to those holders permit them to participate in the U.S. offer.

Nokia has filed a prospectus/offer to exchange on Form F-4, which was declared
effective on November 13, 2015, and a Tender Offer Statement on Schedule TO with
the U.S. Securities and Exchange Commission. The prospectus/offer to exchange
sets forth the terms and conditions to the U.S. offer.

The public exchange offer for the Alcatel-Lucent shares and OCEANEs will be open
for 26 French trading days, from November 18, 2015 until and including December
23, 2015. The deadline for tendering Alcatel-Lucent shares and OCEANEs into the
exchange offer is 5:00PM Paris time (11:00AM New York City time) on December
23, 2015. The deadline for tendering Alcatel-Lucent ADSs into the U.S. offer is
5:00PM New York City time on December 22, 2015.

Documentation relating to the public exchange offer and the related listing of
shares is available on Nokia's website on
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-
alcatel-lucent-transaction and http://company.nokia.com/en/investors/financial-
reports/sec-filings as well as on the transaction site on
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

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

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 "believe,""will", "would" and similar expressions.
These forward-looking statements include statements relating to: the opening and
expected timeline of the exchange offer; the positioning of the combined company
to compete, statements made by Mr. Suri, including with respect to the strategic
rationale for the transaction, Nokia's transformation and the expected benefits
of the proposed transaction. 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 ability of Nokia to integrate Alcatel Lucent into
Nokia operations; the success of the exchange offer; the performance of the
global economy; and the impact on the combined company (after giving effect to
the proposed transaction with Alcatel Lucent) 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 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 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 proposed 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 PROPOSED 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).


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